doc_8-k.htm
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): June 25, 2007
PERFICIENT,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-15169
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74-2853258
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1120
S. Capital of Texas Highway, Suite 220, Bldg. 3
Austin,
Texas 78746
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(Address
of principal executive offices including zip code)
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(512)
531-6000
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Registrant's
telephone number, including area code:
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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))
Item
1.01.
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Entry
Into a Material Definitive
Agreement.
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Asset
Purchase Agreement
On
June 25, 2007, Perficient,
Inc. (the “Company”) entered into an Asset Purchase Agreement (the
“Purchase Agreement”) by and among the Company, Tier1 Innovation,
LLC (“Tier1”), a Colorado limited liability company, and Mark Johnston
and Jay Johnson (each a “Principal” and collectively, the
“Principals”), pursuant to which the Company purchased substantially
all of Tier1’s assets and properties used or held for use in connection with the
Business (as such term is defined in the Purchase Agreement) and assumed certain
liabilities of Tier1 (the “Acquisition”). The Acquisition closed on
June 25, 2007. The consideration paid by the Company to Tier1 in the
transaction is approximately $14.25 million, and includes $7.125 million in
cash
and 355,633 shares of the Company's common stock worth $7.125
million (based on the average closing price of the Company's common stock
on the Nasdaq Global Select Market for the thirty trading days immediately
preceding the closing date of the Acquisition; GAAP accounting will require
using the closing price of the Company's common stock at or near the closing
date of the Acquisition in reporting the value of the stock consideration paid
in the Acquisition).
The
Purchase Agreement contains
other customary terms and provisions. The assets acquired in the Acquisition
include accounts receivable, personal property, the rights and benefits under
certain contracts and intangible assets of Tier1. Prior to the Acquisition,
the
assets of Tier1 were used to provide information technology consulting and
staffing solutions to their customers. The Company intends to continue such
uses
for the assets acquired in the Acquisition.
The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Purchase Agreement, a copy of
which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
Item
2.01
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Completion
of Acquisition or Disposition of
Assets.
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The
information set forth in Item 1.01 of this Current Report on Form 8-K
regarding the Purchase Agreement and the Acquisition is incorporated by
reference into this Item 2.01.
Item
3.02
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Unregistered
Sales of Equity
Securities.
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As
described under Item 1.01 of this Current Report on Form 8-K, on June 25,
2007, the Company issued 355,633 shares of the Company's common stock (or
$7.125 million based on the average closing price of the Company's common
stock on the Nasdaq Global Select Market for the thirty trading days immediately
preceding the closing date of the Acquisition) to Tier1 as part of the total
consideration for the Acquisition. The shares were issued in reliance on an
exemption from the registration requirements of the Securities Act of 1933,
as
amended (the “ Securities Act”), provided by Section 4(2) of the
Securities Act and/or Regulation D promulgated thereunder.
Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers; Compensatory Arrangements of Certain
Officers.
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Since
all awards will be made at the discretion of the Compensation Committee, it
is
not possible to determine the amount, timing or recipients of future awards.
Therefore, it is not presently possible to determine the benefits or amounts
that will be received by particular eligible persons or groups pursuant to
the
Incentive Plan in the future. However, the Compensation Committee has
established performance goals with respect to Annual Incentive Awards for 2007.
If all of the goals are attained the currently estimated maximum amount payable
pursuant to those Annual Incentive Awards based upon current base salaries
of
the participants is set forth in the following table:
Name
and Principal Position
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Maximum
Dollar Amount Payable Upon Attainment of 2007 Performance
Goals
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John
T. McDonald
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$855,000
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Chairman
and Chief Executive
Officer
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Jeffrey
S. Davis
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$855,000
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President
and Chief Operating
Officer
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Paul
E. Martin
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$193,500
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Chief
Financial
Officer
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Timothy
J. Thompson
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$0
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Vice
President of Client
Development
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Richard
T. Kalbfleish
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$64,350
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Controller,
Vice President of
Finance and Administration
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The
Compensation Committee will administer the Incentive Plan pursuant to its terms
and all applicable state, federal, or other rules or laws, except in the event
our Board of Directors chooses to take action under the Incentive
Plan. Performance awards and Annual Incentive Awards may be subject
to performance goals consisting of one or more of the following business
criteria applicable to us on a consolidated basis and/or (excluding total
stockholder return and earnings per share criteria) for specified subsidiaries
or business or geographical units: (i) earnings per share (including cash
earnings per share and GAAP earnings per share); (ii) increase in revenues;
(iii) increase in cash flow; (iv) increase in cash flow return; (v) return
on
net assets, return on assets, return on investment, return on capital, or return
on equity; (vi) economic value added; (vii) operating margin or contribution
margin; (viii) net income; net income per share; pretax earnings; pretax
earnings before interest, depreciation and amortization; pretax operating
earnings after interest expense and before incentives, service fees, and
extraordinary or special items; or operating income; (ix) total stockholder
return; (x) debt reduction; and (xi) any of the above or similar goals
determined on an absolute or relative basis or as compared to the performance
of
a published or special index deemed applicable by the Compensation Committee
including, but not limited to, the Standard & Poor’s 500 Stock Index or a
group of comparable companies, including the group selected by us for purposes
of the stock performance graph contained in this proxy statement. Cash earnings
per share is a performance measure defined as net income plus amortization
of
intangibles and stock compensation, including related tax effects, divided
by
shares used in computing diluted net income per share, which is not in
compliance with Generally Accepted Accounting Principles.
The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Incentive Plan, a copy of which
is
filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item
7.01
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Regulation
FD Disclosure.
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On
June 26, 2007, the Company issued a press release announcing the Acquisition.
The press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated by reference into this Item 7.01.
In
accordance with General Instruction B.2 of Form 8-K, the foregoing information
in this Item 7.01 and the attached Exhibit 99.1 is deemed to be
furnished and shall not be deemed to be "filed" for purposes of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
nor shall such information and Exhibit be deemed incorporated by reference
in
any filing under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Financial
statements of businesses
acquired.
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No
Financial Statements relating to the Acquisition are required pursuant to Rule
3-05 of Regulation S-X.
(b)
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Pro
forma financial information.
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No
pro forma financial information relating to the Acquisition is required pursuant
to Article 11 of Regulation S-X.
Exhibit
No.
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Description
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2.1
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Asset
Purchase Agreement, dated as of June 25, 2007, by and among Perficient,
Inc., Tier1 Innovation, LLC, Mark Johnston, and Jay
Johnson
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10.1
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Perficient,
Inc. Omnibus Incentive Plan
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99.1
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Press
Release dated June 26, 2007
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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.
Dated:
June 28, 2007
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PERFICIENT,
INC.
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By:
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/s/
Paul E. Martin
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Paul
E. Martin
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Chief
Financial Officer
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PERFICIENT,
INC.
EXHIBIT
INDEX
Exhibit
No.
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Description
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2.1
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Asset
Purchase Agreement, dated as of June 25, 2007, by and among Perficient,
Inc., Tier1 Innovation, LLC, Mark Johnston, and Jay
Johnson
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10.1
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Perficient,
Inc. Omnibus Incentive Plan
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99.1
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Press
Release dated June 26, 2007
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