Perficient,
Inc.
|
||||||||||
(Exact
name of registrant as specified in its charter)
|
||||||||||
Delaware
|
74-2853258
|
|||||||||
(State
or other jurisdiction of
incorporation
or
organization)
|
(I.R.S.
Employer
Identification
Number)
|
|||||||||
1120
South Capital of Texas Highway
|
||||||||||
Building
3, Suite 220
|
||||||||||
Austin,
Texas 78746
|
||||||||||
(512)
531-6000
|
||||||||||
(Address,
including zip code, and telephone number, including area code, of
registrant's principal executive offices)
|
||||||||||
John
T. McDonald
|
||||||||||
1120
South Capital of Texas Highway
|
||||||||||
Building
3, Suite 220
|
||||||||||
Austin,
Texas 78746
|
||||||||||
(512)
531-6000
|
||||||||||
(512)
531-6011 (fax)
|
||||||||||
(Name,
address, including zip code, and telephone number, including area
code, of
agent for service)
|
||||||||||
Copy
to:
|
||||||||||
J.
Nixon Fox, III
|
||||||||||
Vinson
& Elkins L.L.P.
|
||||||||||
The
Terrace 7
|
||||||||||
2801
Via Fortuna, Suite 100
|
||||||||||
Austin,
Texas 78746-7568
|
||||||||||
(512)
542-8400
|
||||||||||
(512)
542-8612 (fax)
|
Title
of Each Class of Securities to be Registered
|
Amount
to be Registered
|
Proposed
Maximum Offering Price Per Unit
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee
|
Common
Stock offered by the Selling Stockholders
(1)
|
355,633
|
$23.12
(2)
|
$8,222,234.96
|
$252.42
|
|
(2)
|
Estimated
solely for the purpose of calculating the amount of the registration
fee
pursuant to Rule 457(c) under the Securities Act. The maximum
offering price per unit and the maximum aggregate offering price
is based
on the average of the high and low sales price of Perficient, Inc.’s
common stock on the Nasdaq Global Select Market on August 31,
2007.
|
Number
of Shares Registered
|
In
Connection with Acquisition of:
|
SEC
File No.
|
253,116
|
Genisys
Consulting, Inc.
|
333-116549
|
1,938,001
|
Meritage
Technologies, Inc.
|
333-117216
|
1,193,179
|
ZettaWorks
LLC
|
333-123177
|
325,039
|
iPath
Solutions, Ltd.
|
333-129054
|
158,857
|
Vivare,
LP
|
333-129054
|
10,995
|
Vivare,
LP
|
333-138602
|
464,569
|
Bay
Street Solutions, Inc.
|
333-138602
|
472,228
|
Energy,
Government and General Business unit of Digital Consulting & Software
Services, Inc.
|
333-138602
|
446,935
|
Insolexen,
Corp.
|
333-138602
|
306,247
|
e
tech solutions, Inc.
|
333-142267
|
ABOUT
THIS PROSPECTUS
|
1
|
OUR
COMPANY
|
2
|
RISK
FACTORS
|
3
|
FORWARD-LOOKING
STATEMENTS
|
10
|
USE
OF PROCEEDS
|
11
|
SELLING
STOCKHOLDERS
|
11
|
PLAN
OF DISTRIBUTION
|
15
|
LEGAL
MATTERS
|
16
|
EXPERTS
|
16
|
WHERE
YOU CAN FIND MORE INFORMATION
|
17
|
INFORMATION
WE INCORPORATE BY REFERENCE
|
17
|
·
|
difficulties
in the integration of services and personnel of the acquired
business;
|
·
|
the
failure of management and acquired services personnel to perform
as
expected;
|
·
|
the
risks of entering markets in which we have no, or limited, prior
experience;
|
·
|
the
failure to identify or adequately assess any undisclosed or potential
liabilities or problems of the acquired business including legal
liabilities;
|
·
|
the
failure of the acquired business to achieve the forecasts we used
to
determine the purchase price; or
|
·
|
the
potential loss of key personnel of the acquired
business.
|
·
|
continue
to develop our technology
expertise;
|
·
|
enhance
our current services;
|
·
|
develop
new services that meet changing customer
needs;
|
·
|
advertise
and market our services; and
|
·
|
influence
and respond to emerging industry standards and other technological
changes.
|
·
|
security;
|
·
|
intellectual
property ownership;
|
·
|
privacy;
|
·
|
taxation;
and
|
·
|
liability
issues.
|
·
|
demand
for Internet software and services;
|
·
|
customer
budget cycles;
|
·
|
changes
in our customers’ desire for our partners’ products and our
services;
|
·
|
pricing
changes in our industry; and
|
·
|
government
regulation and legal developments regarding the use of the
Internet.
|
Shares
Beneficially Owned Prior to Offering
|
Shares
Beneficially Owned After Offering
|
||||||||||
Name
of Beneficial Owner
|
Number
|
Percent
|
Number
of Shares Being Offered
|
Number
|
Percent
|
||||||
Mark
Johnston (1)
|
139,520
|
*
|
139,520
|
0
|
0
|
||||||
Jay
Johnson (2)
|
139,521
|
*
|
139,521
|
0
|
0
|
||||||
Scott
Nesbitt (3)
|
17,680
|
*
|
17,680
|
0
|
0
|
||||||
Scott
French (4)
|
17,680
|
*
|
17,680
|
0
|
0
|
||||||
Jason
Zimmer (5)
|
9,342
|
*
|
9,342
|
0
|
0
|
||||||
Jill
Colbeck (6)
|
9,342
|
*
|
9,342
|
0
|
0
|
||||||
Chris
Kaschmitter
|
4,360
|
*
|
4,360
|
0
|
0
|
||||||
Clay
Powers (7)
|
3,737
|
*
|
3,737
|
0
|
0
|
||||||
Gabor
Bay (8)
|
3,737
|
*
|
3,737
|
0
|
0
|
||||||
Rod
Roderick (9)
|
3,737
|
*
|
3,737
|
0
|
0
|
||||||
Michael
Jacoby (10)
|
1,193
|
*
|
1,193
|
0
|
0
|
||||||
Robert
Oakley (11)
|
778
|
*
|
778
|
0
|
0
|
||||||
Barbara
Gilbertson (12)
|
623
|
*
|
623
|
0
|
0
|
||||||
Joshua
Narrell (13)
|
623
|
*
|
623
|
0
|
0
|
||||||
Fred
Graves (14)
|
623
|
*
|
623
|
0
|
0
|
||||||
Bill
VanOrsdel (15)
|
623
|
*
|
623
|
0
|
0
|
||||||
Juan
Roesner (16)
|
623
|
*
|
623
|
0
|
0
|
||||||
Chris
Homer (17)
|
623
|
*
|
623
|
0
|
0
|
||||||
Paul
Colucci (18)
|
623
|
*
|
623
|
0
|
0
|
||||||
Patrick
Abram (19)
|
645
|
*
|
645
|
0
|
0
|
||||||
Total
|
355,633
|
355,633
|
0
|
0
|
|
(1)
|
Includes
40,775 shares currently held in escrow by JPMorgan Chase Bank, N.A.,
referred to as JPMorgan, until June 25, 2008 pursuant to the
Escrow Agreement dated June 25, 2007 among Perficient, Inc., Tier1
Innovation, LLC and JPMorgan, which we refer to as the Tier1 Escrow
Agreement.
|
|
(2)
|
Includes
40,775 shares currently held in escrow by JPMorgan until June 25,
2008
pursuant to the Tier1 Escrow
Agreement.
|
|
(3)
|
Includes
4,418 shares currently held in escrow by JPMorgan until June 25,
2008
pursuant to the Tier1 Escrow Agreement. Mr. Nesbitt is employed
by us as a General Manager.
|
|
(4)
|
Includes
4,418 shares currently held in escrow by JPMorgan until June 25,
2008
pursuant to the Tier1 Escrow Agreement. Mr. French is employed
by us as a Business Development
Manager.
|
|
(5)
|
Includes
2,716 shares currently held in escrow by JPMorgan until June 25,
2008
pursuant to the Tier1 Escrow Agreement. Mr. Zimmer is employed
by us as a Director.
|
|
(6)
|
Includes
2,716 shares currently held in escrow by JPMorgan until June 25,
2008
pursuant to the Tier1 Escrow
Agreement.
|
|
(7)
|
Mr.
Powers is employed by us as a Technical
Architect.
|
|
(8)
|
Mr.
Bay is employed by us as a Senior Technical
Architect.
|
|
(9)
|
Mr.
Roderick is employed by us as a Business Development
Executive.
|
|
(10)
|
Mr.
Jacoby is employed by us as a Business Development
Executive.
|
|
(11)
|
Mr.
Oakley is employed by us as a System Administrator
(IT).
|
|
(12)
|
Ms.
Gilbertson is employed by us as an accounting
clerk.
|
|
(13)
|
Mr.
Narrell is employed by us as a Senior Project
Manager.
|
|
(14)
|
Mr.
Graves is employed by us as a Technical
Architect.
|
|
(15)
|
Mr.
VanOrsdel is employed by us as a Business Development
Executive.
|
|
(16)
|
Mr.
Roesner is employed by us as a
Director.
|
|
(17)
|
Mr.
Homer is employed by us as a Senior Project
Manager.
|
|
(18)
|
Mr.
Colucci is employed by us as a Senior Project
Manager.
|
|
(19)
|
Mr.
Abram is employed by us as a Technical
Architect.
|
·
|
a
block trade (which may involve crosses) in which the broker or dealer
will
attempt to sell the stocks as agent but may position and resell a
portion
of the block as principal to facilitate the
transaction;
|
·
|
purchases
by a broker or dealer as principal and resale by such broker or dealer
for
its own account pursuant to this
prospectus;
|
·
|
secondary
distributions in accordance with Nasdaq
rules;
|
·
|
ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; and
|
·
|
privately
negotiated transactions.
|
·
|
if
a Tier1 selling stockholder remains continuously employed by us through
March 25, 2008, the resale restrictions shall lapse with respect
to 25% of
the shares held by such Tier1 selling
stockholder;
|
·
|
if
a Tier1 selling stockholder remains continuously employed by us through
June 25, 2009, the resale restrictions shall lapse with respect to
an
additional 25% of the shares held by such Tier1 selling stockholder;
and
|
·
|
if
a Tier1 selling stockholder remains continuously employed by us through
June 25, 2010, the resale restrictions shall lapse with respect to
the
remaining shares held by such Tier1 selling
stockholder.
|
·
|
Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2006
filed on March 5, 2007, as amended by Amendment No. 1 to our annual
report
on Form 10-K/A filed on March 7, 2007 and Amendment No. 2 to our
annual
report on Form 10-K/A filed on August 14,
2007;
|
·
|
Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2007
filed
on May 10, 2007, as amended by Amendment No. 1 to our quarterly report
on
Form 10-Q/A filed on August 14, 2007, and our Quarterly Report on
Form
10-Q for the quarter ended June 30, 2007 filed on August 14,
2007;
|
·
|
Our
Current Reports on Form 8-K (excluding any portions thereof that
are
deemed to be furnished and not filed) filed on February 23, 2007,
March
22, 2007, April 25, 2007, June 28, 2007 and August 14, 2007;
and
|
·
|
The
description of our common stock contained in our Form 8-A filed on
July
22, 1999 (File No. 000-15169).
|
SEC
registration
fee
|
$ |
252.42
|
|||
Printing
expenses
|
1,000.00
|
||||
Accounting
fees and
expenses
|
20,000.00
|
||||
Legal
fees and
expenses
|
20,000.00
|
||||
Total
|
$ |
41,252.42
|
·
|
For
any breach of the director’s duty of loyalty to the corporation or its
stockholders;
|
·
|
For
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of
law;
|
·
|
Under
Section 174 of the DGCL; or
|
·
|
For
any transaction from which the director derived an improper personal
benefit.
|
Exhibit
Number
|
Description
|
2.1
|
Asset
Purchase Agreement, dated as of June 25, 2007, by and among Perficient,
Inc., Tier1 Innovation, LLC, Mark Johnston, and Jay Johnson, previously
filed with the Securities and Exchange Commission as an Exhibit to
our
Current Report on Form 8-K filed June 28, 2007
|
2.2
|
Agreement
and Plan of Merger, dated as of February 20, 2007, by and among
Perficient, Inc., PFT MergeCo III, Inc., e tech solutions, Inc. and
Gary
Rawding, previously filed with the Securities and Exchange Commission
as
an Exhibit to our Current Report on Form 8-K filed on February 23,
2007
|
2.3
|
Agreement
and Plan of Merger, dated as of April 2, 2004, by and among Perficient,
Inc., Perficient Genisys, Inc., Genisys Consulting, Inc. and certain
shareholders of Genisys Consulting, Inc., previously filed with the
Securities and Exchange Commission as an Exhibit to our Current Report
on
Form 8-K filed on April 16, 2004 and incorporated herein by
reference
|
2.4
|
Agreement
and Plan of Merger, dated as of June 18, 2004, by and among Perficient,
Inc., Perficient Meritage Inc., Meritage Technologies, Inc. and Robert
Honner, as Stockholder Representative, previously filed with the
Securities and Exchange Commission as an Exhibit to our Current Report
on
Form 8-K filed on June 23, 2004 and incorporated herein by
reference
|
2.5
|
Asset
Purchase Agreement, dated as of December 17, 2004, by and among
Perficient, Inc., Perficient ZettaWorks, Inc. and ZettaWorks LLC,
previously filed with the Securities and Exchange Commission as an
Exhibit
to our Current Report on Form 8-K filed on December 22, 2004 and
incorporated herein by reference
|
2.6
|
Asset
Purchase Agreement, dated as of June 10, 2005 by and among Perficient,
Inc., Perficient iPath, Inc. and iPath Solutions, Ltd., previously
filed
with the Securities and Exchange Commission as an Exhibit to our
Current
Report on Form 8-K filed on June 15, 2005 and incorporated herein by
reference
|
2.7
|
Asset
Purchase Agreement, dated as of September 2, 2005 by and among Perficient,
Inc., Perficient Vivare, Inc., Vivare, LP and the other signatories
thereto, previously filed with the Securities and Exchange Commission
as
an Exhibit to our Current Report on Form 8-K filed on September 9,
2005
and incorporated herein by reference
|
2.8
|
Agreement
and Plan of Merger, dated as of April 6, 2006, by and among Perficient,
Inc., PFT MergeCo, Inc., Bay Street Solutions, Inc. and the other
signatories thereto, previously filed with the Securities and Exchange
Commission as an Exhibit to our Current Report on Form 8-K filed
on April
12, 2006 and incorporated herein by reference
|
2.9
|
Agreement
and Plan of Merger, dated as of May 30, 2006, by and among Perficient,
Inc., PFT MergeCo II, Inc., Insolexen, Corp., HSU Investors, LLC,
Hari
Madamalla, Stephen Haglund and Uday Yallapragada, previously filed
with
the Securities and Exchange Commission as an Exhibit to our Current
Report
on Form 8-K filed on June 5, 2006 and incorporated herein by
reference
|
2.10
|
Asset
Purchase Agreement, dated as of July 20, 2006, by and among Perficient,
Inc., Perficient DCSS, Inc. and Digital Consulting & Software
Services, Inc., previously filed with the Securities and Exchange
Commission as an Exhibit to our Current Report on Form 8-K filed
on July
26, 2006 and incorporated herein by reference
|
5.1*
|
Opinion
of Vinson & Elkins L.L.P.
|
10.1*
|
Escrow
Agreement dated June 25, 2007 among Perficient, Inc., Tier1 Innovation,
LLC and JPMorgan Chase Bank. N.A.
|
23.1*
|
Consent
of BDO Seidman, LLP
|
23.2*
|
Consent
of Vinson & Elkins L.L.P. (included in Exhibit 5.1
hereto)
|
24.1*
|
Powers
of Attorney (included on the signature page hereto)
|
|
*
|
Filed
herewith.
|
|
†
|
Previously
filed.
|
PERFICIENT,
INC.
|
|||||||||
By:
|
/s/ John T. McDonald | ||||||||
John
T. McDonald
|
|||||||||
Chief
Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/
John T. McDonald
|
Chief
Executive Officer and Chairman of the Board
|
September
5, 2007
|
||
John
T. McDonald
|
(Principal
Executive Officer)
|
|||
/s/
Paul E. Martin
|
Chief
Financial Officer
|
September
5, 2007
|
||
Paul
E. Martin
|
(Principal
FinancialOfficer)
|
|||
/s/ Richard
T. Kalbfleish
|
Vice
President of Finance and Administration
|
September
5, 2007
|
||
Richard
T. Kalbfleish
|
(Principal
Accounting Officer)
|
|||
/s/
Ralph C. Derrickson
|
Director
|
September
5, 2007
|
||
Ralph
C. Derrickson
|
||||
/s/
Max D. Hopper
|
Director
|
September
5, 2007
|
||
Max
D. Hopper
|
||||
/s/
Kenneth R. Johnsen
|
Director
|
September
5, 2007
|
||
Kenneth
R. Johnsen
|
||||
/s/
David S. Lundeen
|
Director
|
September
5, 2007
|
||
David
S. Lundeen
|
Exhibit
Number
|
Description
|
2.1
|
Asset
Purchase Agreement, dated as of June 25, 2007, by and among Perficient,
Inc., Tier1 Innovation, LLC, Mark Johnston, and Jay Johnson, previously
filed with the Securities and Exchange Commission as an Exhibit to
our
Current Report on Form 8-K filed June 28, 2007
|
2.2
|
Agreement
and Plan of Merger, dated as of February 20, 2007, by and among
Perficient, Inc., PFT MergeCo III, Inc., e tech solutions, Inc. and
Gary
Rawding, previously filed with the Securities and Exchange Commission
as
an Exhibit to our Current Report on Form 8-K filed on February 23,
2007
|
2.3
|
Agreement
and Plan of Merger, dated as of April 2, 2004, by and among Perficient,
Inc., Perficient Genisys, Inc., Genisys Consulting, Inc. and certain
shareholders of Genisys Consulting, Inc., previously filed with the
Securities and Exchange Commission as an Exhibit to our Current Report
on
Form 8-K filed on April 16, 2004 and incorporated herein by
reference
|
2.4
|
Agreement
and Plan of Merger, dated as of June 18, 2004, by and among Perficient,
Inc., Perficient Meritage Inc., Meritage Technologies, Inc. and Robert
Honner, as Stockholder Representative, previously filed with the
Securities and Exchange Commission as an Exhibit to our Current Report
on
Form 8-K filed on June 23, 2004 and incorporated herein by
reference
|
2.5
|
Asset
Purchase Agreement, dated as of December 17, 2004, by and among
Perficient, Inc., Perficient ZettaWorks, Inc. and ZettaWorks LLC,
previously filed with the Securities and Exchange Commission as an
Exhibit
to our Current Report on Form 8-K filed on December 22, 2004 and
incorporated herein by reference
|
2.6
|
Asset
Purchase Agreement, dated as of June 10, 2005 by and among Perficient,
Inc., Perficient iPath, Inc. and iPath Solutions, Ltd., previously
filed
with the Securities and Exchange Commission as an Exhibit to our
Current
Report on Form 8-K filed on June 15, 2005 and incorporated herein by
reference
|
2.7
|
Asset
Purchase Agreement, dated as of September 2, 2005 by and among Perficient,
Inc., Perficient Vivare, Inc., Vivare, LP and the other signatories
thereto, previously filed with the Securities and Exchange Commission
as
an Exhibit to our Current Report on Form 8-K filed on September 9,
2005
and incorporated herein by reference
|
2.8
|
Agreement
and Plan of Merger, dated as of April 6, 2006, by and among Perficient,
Inc., PFT MergeCo, Inc., Bay Street Solutions, Inc. and the other
signatories thereto, previously filed with the Securities and Exchange
Commission as an Exhibit to our Current Report on Form 8-K filed
on April
12, 2006 and incorporated herein by reference
|
2.9
|
Agreement
and Plan of Merger, dated as of May 30, 2006, by and among Perficient,
Inc., PFT MergeCo II, Inc., Insolexen, Corp., HSU Investors, LLC,
Hari
Madamalla, Stephen Haglund and Uday Yallapragada, previously filed
with
the Securities and Exchange Commission as an Exhibit to our Current
Report
on Form 8-K filed on June 5, 2006 and incorporated herein by
reference
|
2.10
|
Asset
Purchase Agreement, dated as of July 20, 2006, by and among Perficient,
Inc., Perficient DCSS, Inc. and Digital Consulting & Software
Services, Inc., previously filed with the Securities and Exchange
Commission as an Exhibit to our Current Report on Form 8-K filed
on July
26, 2006 and incorporated herein by reference
|
5.1*
|
Opinion
of Vinson & Elkins L.L.P.
|
10.1*
|
Escrow
Agreement dated June 25, 2007 among Perficient, Inc., Tier1 Innovation,
LLC and JPMorgan Chase Bank. N.A.
|
23.1*
|
Consent
of BDO Seidman, LLP
|
23.2*
|
Consent
of Vinson & Elkins L.L.P. (included in Exhibit 5.1
hereto)
|
24.1*
|
Powers
of Attorney (included on the signature page hereto)
|
|
*
|
Filed
herewith.
|
|
†
|
Previously
filed.
|