s-3_a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
D.C. 20549
Amendment
No. 1 to
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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Perficient,
Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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74-2853258
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(State
or other jurisdiction of
incorporation
or
organization)
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(I.R.S.
Employer
Identification
Number)
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1120
South Capital of Texas Highway
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Building
3, Suite 220
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Austin,
Texas 78746
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(512)
531-6000
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(Address,
including zip code, and telephone number, including area code,
of
registrant's principal executive offices)
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John
T. McDonald
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1120
South Capital of Texas Highway
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Building
3, Suite 220
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Austin,
Texas 78746
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(512)
531-6000
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(512)
531-6011 (fax)
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(Name,
address, including zip code, and telephone number, including area
code, of
agent for service)
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Copy
to:
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Mary
B. Marek
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Vinson
& Elkins L.L.P.
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The
Terrace 7
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2801
Via Fortuna, Suite 100
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Austin,
Texas 78746-7568
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(512)
542-8400
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(512)
542-8612 (fax)
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Approximate
date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If
the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. p
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. þ
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. p
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. p
If
this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. p
If
this
Form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. p
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of Securities to be Registered
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Amount
to be Registered
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Proposed
Maximum Offering Price Per Unit
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Proposed
Maximum Aggregate Offering Price
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Amount
of Registration Fee
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Common
Stock offered by the Selling Stockholders
(1)
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661,880
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$20.44(2)
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$13,528,827.20
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$430.00(3)
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(1)
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Up
to 661,880 shares of Common Stock may be sold from time to time
by the
Selling Stockholders.
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(2)
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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 June 27,
2007.
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(3)
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$211.00
previously paid.
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The
registrant hereby amends this Registration Statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be
changed. The securities represented in this prospectus may not be
sold until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities
in
any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, JULY 5, 2007
PRELIMINARY
PROSPECTUS
661,880
Shares
Common
Stock
This
prospectus relates to the offer and sale from time to time of up to an aggregate
of 661,880 shares of our common stock for the account of certain of our
stockholders. See “Selling Stockholders” in this
prospectus. We issued these shares in connection with our acquisition
of e tech solutions, Inc. on February 20, 2007 and in connection with our
acquisition of Tier1 Innovation, LLC on June 25, 2007. We will not
receive any proceeds from this offering.
We
have
previously registered the offer and sale from time to time of up to an aggregate
of 5,262,919 shares of our common stock for the account of certain of our
stockholders who acquired such shares in connection with our prior acquisitions
as follows:
Number
of Shares Registered
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In
Connection with Acquisition of:
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SEC
File No.
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253,116
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Genisys
Consulting, Inc.
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333-116549
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1,938,001
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Meritage
Technologies, Inc.
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333-117216
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1,193,179
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ZettaWorks
LLC
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333-123177
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325,039
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iPath
Solutions, Ltd.
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333-129054
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158,857
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Vivare,
LP
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333-129054
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10,995
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Vivare,
LP
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333-138602
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464,569
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Bay
Street Solutions, Inc.
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333-138602
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472,228
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Energy,
Government and General Business unit of Digital Consulting & Software
Services, Inc.
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333-138602
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446,935
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Insolexen,
Corp.
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333-138602
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See
“Other Resale Registration Statements” on page 14 of this prospectus for
additional information.
Our
shares of common stock are listed on the Nasdaq Global Select Market under
the
symbol “PRFT.”
Investing
in our common stock involves risks. You should carefully consider the
risks described in the “Risk Factors” section beginning on page 4 of this
prospectus and under “Risk Factors” in Item 1A of our most recent Annual Report
on Form 10-K and Item 1A of each subsequently filed Quarterly Report on Form
10-Q (which documents are incorporated by reference herein), as well as the
other information contained or incorporated by reference in this prospectus
or
in any supplement hereto before making a decision to invest in our
securities. See “Where You Can Find More
Information.”
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved these securities, or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
The
date
of this prospectus is [__________], 2007
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
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OUR
COMPANY
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RISK
FACTORS
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FORWARD-LOOKING
STATEMENTS
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USE
OF PROCEEDS
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SELLING
STOCKHOLDERS
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PLAN
OF DISTRIBUTION
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LEGAL
MATTERS
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EXPERTS
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WHERE
YOU CAN FIND MORE INFORMATION
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INFORMATION
WE INCORPORATE BY REFERENCE
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ABOUT
THIS PROSPECTUS
You
should rely only on the information contained or incorporated by reference
in
this prospectus and any prospectus supplement. We have not authorized anyone
to
provide you with different information. We are not making offers to sell or
soliciting offers to buy the securities in any jurisdiction in which an offer
or
solicitation is not authorized or in which the person making that offer or
solicitation is not qualified to do so or to anyone whom it is unlawful to
make
an offer or solicitation.
You
should not assume that the information contained in this prospectus or the
prospectus supplement, as well as the information we previously filed with
the
Securities and Exchange Commission that is incorporated by reference herein,
is
accurate as of any date other than its respective date.
The
terms
“Perficient,” “we,” “our,” and “us” refer to Perficient, Inc. and its
subsidiaries unless the context suggests otherwise.
OUR
COMPANY
We
are an
information technology consulting firm serving Global 2000 and other large
enterprise companies throughout the United States and Canada. We help
clients gain competitive advantage by using Internet-based technologies to
make
their businesses more responsive to market opportunities and threats, strengthen
relationships with customers, suppliers and partners, improve productivity
and
reduce information technology costs. Our solutions enable these
benefits by integrating, automating and extending business processes, technology
infrastructure and software applications end-to-end within an organization
and
with key partners, suppliers and customers. This provides real-time
access to critical business applications and information and a scalable,
reliable, secure and cost-effective infrastructure.
Through
our experience in developing and delivering eBusiness solutions for a large
number of Global 2000 clients, we have acquired significant domain expertise
that we believe differentiates our firm. We use expert project teams
that we believe deliver high-value, measurable results by working
collaboratively with clients and their partners through a user-centered,
technology-based and business-driven solutions methodology. We
believe this approach enhances return-on-investment for our clients by
significantly reducing the time and risk associated with designing and
implementing eBusiness integration solutions.
Our
goal
is to continue to build one of the leading independent information technology
consulting firms in North America by expanding our relationships with existing
and new clients, leveraging our operations to expand nationally and continuing
to make disciplined acquisitions. We believe the United States represents
an
attractive market for growth, primarily through acquisitions. As demand for
our
services grows, we believe we will attempt to increase the number of
professionals in our 17 North American offices and to add new offices throughout
the United States, both organically and through acquisitions. In addition,
we
believe our track record for identifying acquisitions and our ability to
integrate acquired businesses helps us complete acquisitions efficiently
and
productively, while continuing to offer quality services to our clients,
including new clients resulting from the acquisition Since April
2004, we have acquired and integrated ten information technology consulting
firms, two of which were acquired in 2007. We believe that we can
achieve significantly faster growth in revenues and profitability through
a
combination of organic growth and acquisitions than we could through organic
growth alone.
We
believe we have built one of the leading independent information technology
consulting firms in the United States. We serve our customers from
our network of fifteen offices throughout the United States and
Canada. In addition, we have over 350 colleagues who are part of
“national” business units, who travel extensively to serve clients throughout
the United States. Our future growth plan includes expanding our business
throughout the United States, both through expansion of our national travel
practices and through opening new offices, both organically and through
acquisitions. In 2006, 2005 and 2004, 99%, 99% and 98% of our
revenues, respectively, was derived from clients in the United States,
while
1%,
1% and 2% of revenues, respectively, was derived from customers in
Canada. Over 99% of our total assets were located in the United
States in 2006 and 2005, with the remainder located in Canada.
We
place
strong emphasis on building lasting relationships with clients. Over
the past three years ending December 31, 2006, an average of 81% of revenue,
excluding from the calculation for any single period revenue from acquisitions
completed in that single period, was derived from clients who continued to
utilize our services from the prior year. We have also built
meaningful partnerships with software providers, most notably IBM, whose
products we use to design and implement solutions for our
clients. These partnerships enable us to reduce our cost of sales and
sales cycle times and increase success rates through leveraging our partners’
marketing efforts and endorsements.
RISK
FACTORS
You
should carefully consider the following risk factors together with the other
information contained in or incorporated by reference into this prospectus
before you decide to buy our common stock. If any of these risks
actually occur, our business, financial condition, operating results or cash
flows could be materially and adversely affected. This could cause
the trading price of our common stock to decline and you may lose part or all
of
your investment.
Risks
Related to Our Business
Prolonged
economic weakness in the Internet software and services market could adversely
affect our business, financial condition and results of
operations.
The
market for middleware and Internet software and services has changed rapidly
over the last eight years. The market for middleware and Internet software
and
services expanded dramatically during 1999 and most of 2000, but declined
significantly in 2001 and 2002. Market demand for Internet software and services
began to stabilize and improve from 2003 to 2006, but this trend may not
continue. Our future growth is dependent upon the demand for Internet
software and services, and, in particular, the information technology consulting
services we provide. Demand and market acceptance for middleware and
Internet services are subject to a high level of
uncertainty. Prolonged weakness in the middleware and Internet
software and services industry has caused in the past, and may cause in the
future, business enterprises to delay or cancel information technology projects,
reduce their overall budgets and/or reduce or cancel orders for our
services. This, in turn, may lead to longer sales cycles, delays in
purchase decisions, payment and collection, and may also result in price
pressures, causing us to realize lower revenues and operating
margins. If companies cancel or delay their business and technology
initiatives or choose to move these initiatives in-house, our business,
financial condition and results of operations could be materially and adversely
affected.
Pursuing
and completing potential acquisitions could divert management’s attention and
financial resources and may not produce the desired business
results.
If
we
pursue any acquisition, our management could spend a significant amount of
time
and financial resources to pursue and integrate the acquired business with
our
existing business. To pay for an acquisition, we might use capital stock, cash
or a combination of both. Alternatively, we may borrow money from a bank or
other lender. If we use capital stock, our stockholders will experience
dilution. If we use cash or debt financing, our financial liquidity may be
reduced and the interest on any debt financing could adversely affect our
results of operations. From an accounting perspective, an acquisition may
involve amortization or the write-off of significant amounts of intangible
assets that could adversely affect our results of operations.
Despite
the investment of these management and financial resources, and completion
of
due diligence with respect to these efforts, an acquisition may not produce
the
anticipated revenues, earnings or business synergies for a variety of reasons,
including:
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difficulties
in the integration of services and personnel of the acquired
business;
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the
failure of management and acquired services personnel to perform
as
expected;
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the
risks of entering markets in which we have no, or limited, prior
experience;
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the
failure to identify or adequately assess any undisclosed or potential
liabilities or problems of the acquired business including legal
liabilities;
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the
failure of the acquired business to achieve the forecasts we used
to
determine the purchase price; or
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the
potential loss of key personnel of the acquired
business.
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These
difficulties could disrupt our ongoing business, distract our management and
colleagues, increase our expenses and materially and adversely affect our
results of operations.
If
we do not effectively manage our growth, our results of operations and cash
flows could be adversely affected.
Our
ability to operate profitably with positive cash flows depends partially on
how
effectively we manage our growth. In order to create the additional capacity
necessary to accommodate the demand for our services, we may need to implement
a
variety of new and upgraded operational and financial systems, procedures and
controls, open new offices and hire additional colleagues. Implementation of
these new systems, procedures and controls may require substantial management
efforts and our efforts to do so may not be successful. The opening of new
offices or the hiring of additional colleagues may result in idle or
underutilized capacity. We periodically assess the expected long-term capacity
utilization of our offices and professionals. We may not be able to achieve
or
maintain optimal utilization of our offices and professionals. If demand for
our
services does not meet our expectations, our revenues and cash flows will not
be
sufficient to offset these expenses and our results of operations and cash
flows
could be adversely affected.
We
may not be able to attract and retain information technology consulting
professionals, which could affect our ability to compete
effectively.
Our
business is labor intensive. Accordingly, our success depends in
large part upon our ability to attract, train, retain, motivate, manage and
effectively utilize highly skilled information technology consulting
professionals. Additionally, our technology professionals are
primarily at-will employees. We also use independent subcontractors
where appropriate. Failure to retain highly skilled technology
professionals would impair our ability to adequately manage staff and implement
our existing projects and to bid for or obtain new projects, which in turn
would
adversely affect our operating results.
Our
success will depend on attracting and retaining senior management and key
personnel.
Our
industry is highly specialized and the competition for qualified management
and
key personnel is intense. We expect this to remain so for the foreseeable
future. We believe that our success will depend on retaining our senior
management team and key technical and business consulting
personnel. Retention is particularly important in our business as
personal relationships are a critical element of obtaining and maintaining
strong relationships with our clients. In addition, as we rapidly
grow our business, our need for senior experienced management and delivery
personnel increases substantially. If a significant number of these
individuals stop working for us, or if we are unable to attract top talent,
our
level of management, technical, marketing and sales expertise could diminish
or
otherwise be insufficient for our growth. We may be unable to achieve
our revenues and operating performance objectives unless we can attract and
retain technically qualified and highly skilled sales, technical, business
consulting, marketing and management personnel. These individuals
would be difficult to replace, and losing them could seriously harm our
business.
We
may have difficulty in identifying and competing for strategic acquisition
and
partnership opportunities.
Our
business strategy includes the pursuit of strategic acquisitions. We may acquire
or make strategic investments in complementary businesses, technologies,
services or products, or enter into
strategic
partnerships or alliances with third parties in the future in order to expand
our business. We may be unable to identify suitable acquisition,
strategic investment or strategic partnership candidates, or if we do identify
suitable candidates, we may not complete those transactions on terms
commercially favorable to us, or at all. If we fail to identify and
successfully complete these transactions, our competitive position and our
growth prospects could be adversely affected. In addition, we may
face competition from other companies with significantly greater resources
for
acquisition candidates, making it more difficult for us to acquire suitable
companies on favorable terms.
The
market for the information technology consulting services we provide is
competitive, has low barriers to entry and is becoming increasingly
consolidated, which may adversely affect our market
position.
The
market for the information technology consulting services we provide is
competitive, rapidly evolving and subject to rapid technological change. In
addition, there are relatively low barriers to entry into this market and
therefore new entrants may compete with us in the future. For example, due
to
the rapid changes and volatility in our market, many well-capitalized companies,
including some of our partners, that have focused on sectors of the Internet
software and services industry that are not competitive with our business may
refocus their activities and deploy their resources to be competitive with
us.
An
increasing amount of information technology services are being provided by
lower-cost non-domestic resources. The increased utilization of these resources
for US-based projects could result in lower revenues and margins for US-based
information technology companies. Our ability to compete utilizing higher-cost
domestic resources and/or our ability to procure comparably priced off-shore
resources could adversely impact our results of operations and financial
condition.
Our
future financial performance will depend, in large part, on our ability to
establish and maintain an advantageous market position. We currently compete
with regional and national information technology consulting firms, and, to
a
limited extent, offshore service providers and in-house information technology
departments. Many of the larger regional and national information technology
consulting firms have substantially longer operating histories, more established
reputations and potential partner relationships, greater financial resources,
sales and marketing organizations, market penetration and research and
development capabilities, as well as broader product offerings and greater
market presence and name recognition. We may face increasing competitive
pressures from these competitors as the market for Internet software and
services continues to grow. This may place us at a disadvantage to our
competitors, which may harm our ability to grow, maintain revenues or generate
net income.
In
recent
years, there has been substantial consolidation in our industry, and we expect
that there will be significant additional consolidation in the future. As a
result of this increasing consolidation, we expect that we will increasingly
compete with larger firms that have broader product offerings and greater
financial resources than we have. We believe that this competition could have
a
significant negative effect on our marketing, distribution and reselling
relationships, pricing of services and products and our product development
budget and capabilities. One or more of our competitors may develop and
implement methodologies that result in superior productivity and price
reductions without adversely affecting their profit margins. In addition,
competitors may win client engagements by significantly discounting their
services in exchange for a client’s promise to purchase other goods and services
from the competitor, either concurrently or in the future. These activities
may
potentially force us to lower our prices and suffer reduced operating margins.
Any of these negative effects could significantly impair our results of
operations and financial condition. We may not be able to compete successfully
against new or existing competitors.
Our
business will suffer if we do not keep up with rapid technological change,
evolving industry standards or changing customer
requirements.
Rapidly
changing technology, evolving industry standards and changing customer needs
are
common in the Internet software and services market. We expect technological
developments to continue at a rapid pace in our industry. Technological
developments, evolving industry standards and changing customer needs could
cause our business to be rendered obsolete or non-competitive, especially if
the
market for the core set of eBusiness solutions and software platforms in which
we have expertise does not grow or if such growth is delayed due to market
acceptance, economic uncertainty or other conditions. Accordingly, our success
will depend, in part, on our ability to:
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continue
to develop our technology
expertise;
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enhance
our current services;
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develop
new services that meet changing customer
needs;
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advertise
and market our services; and
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influence
and respond to emerging industry standards and other technological
changes.
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We
must
accomplish all of these tasks in a timely and cost-effective manner. We might
not succeed in effectively doing any of these tasks, and our failure to succeed
could have a material and adverse effect on our business, financial condition
or
results of operations, including materially reducing our revenues and operating
results.
We
may
also incur substantial costs to keep up with changes surrounding the Internet.
Unresolved critical issues concerning the commercial use and government
regulation of the Internet include the following:
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intellectual
property ownership;
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Any
costs
we incur because of these factors could materially and adversely affect our
business, financial condition and results of operations, including reduced
net
income.
A
significant portion of our revenue is dependent upon building long-term
relationships with our clients and our operating results could suffer if we
fail
to maintain these relationships.
Our
professional services agreements with clients are in most cases terminable
on 10
to 30 days’ notice. A client may choose at any time to use another consulting
firm or choose to perform services we provide through their own internal
resources. Accordingly, we rely on our clients’ interests in maintaining the
continuity of our services rather than on contractual requirements. Termination
of a relationship with a significant client or with a group of clients that
account for a significant portion of our revenues could adversely affect our
revenues and results of operations.
If
we fail to meet our clients’ performance expectations, our reputation may be
harmed.
As
a
services provider, our ability to attract and retain clients depends to a large
extent on our relationships with our clients and our reputation for high quality
services and integrity. We also believe that the importance of reputation and
name recognition is increasing and will continue to increase due to the number
of providers of information technology services. As a result, if a client is
not
satisfied with our services or does not perceive our solutions to be effective
or of high quality, our reputation may be damaged and we may be unable to
attract new, or retain existing, clients and colleagues.
We
may face potential liability to customers if our customers’ systems
fail.
Our
eBusiness integration solutions are often critical to the operation of our
customers’ businesses and provide benefits that may be difficult to quantify. If
one of our customers’ systems fails, the customer could make a claim for
substantial damages against us, regardless of our responsibility for that
failure. The limitations of liability set forth in our contracts may not be
enforceable in all instances and may not otherwise protect us from liability
for
damages. Our insurance coverage may not continue to be available on reasonable
terms or in sufficient amounts to cover one or more large claims. In addition,
a
given insurer might disclaim coverage as to any future claims. If we experience
one or more large claims against us that exceed available insurance coverage
or
result in changes in our insurance policies, including premium increases or
the
imposition of large deductible or co-insurance requirements, our business and
financial results could suffer.
The
loss of one or more of our significant software business partners would have
a
material adverse effect on our business and results of
operations.
Our
business relationships with software vendors enable us to reduce our cost of
sales and increase win rates through leveraging our partners’ marketing efforts
and strong vendor endorsements. The loss of one or more of these relationships
and endorsements could increase our sales and marketing costs, lead to longer
sales cycles, harm our reputation and brand recognition, reduce our revenues
and
adversely affect our results of operations.
In
particular, a substantial portion of our solutions are built on IBM WebSphere
platforms and a significant number of our clients are identified through joint
selling opportunities conducted with IBM and through sales leads obtained from
our relationship with IBM. Revenues from IBM were approximately 8%, 9% and
17%
of total revenues for the years ended December 31, 2006, 2005 and 2004,
respectively. The loss of our relationship with, or a significant reduction
in
the services we perform for IBM would have a material adverse effect on our
business and results of operations.
Our
quarterly operating results may be volatile and may cause our stock price to
fluctuate.
Our
quarterly revenues, expenses and operating results have varied in the past
and
may vary significantly in the future. In addition, many factors affecting our
operating results are outside of our control, such as:
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demand
for Internet software and services;
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customer
budget cycles;
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changes
in our customers’ desire for our partners’ products and our
services;
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·
|
pricing
changes in our industry; and
|
|
·
|
government
regulation and legal developments regarding the use of the
Internet.
|
As
a
result, if we experience unanticipated changes in the number or nature of our
projects or in our employee utilization rates, we could experience large
variations in quarterly operating results in any particular
quarter.
Our
services revenues may fluctuate quarterly due to seasonality or timing of
completion of projects.
We
may
experience seasonal fluctuations in our services revenues. We expect that
services revenues in the fourth quarter of a given year may typically be lower
than in other quarters in that year as there are fewer billable days in this
quarter as a result of vacations and holidays. In addition, we generally perform
services on a project basis. While we seek wherever possible to counterbalance
periodic declines in revenues on completion of large projects with new
arrangements to provide services to the same client or others, we may not be
able to avoid declines in revenues when large projects are completed. Our
inability to obtain sufficient new projects to counterbalance any decreases
in
work upon completion of large projects could adversely affect our revenues
and
results of operations.
Our
software revenues may fluctuate quarterly, leading to volatility in our results
of operations.
Our
software revenues may fluctuate quarterly and be higher in the fourth quarter
of
a given year as procurement policies of our clients may result in higher
technology spending towards the end of budget cycles. This seasonal trend may
materially affect our quarter-to-quarter revenues, margins and operating
results.
Our
overall gross margin fluctuates quarterly based on our services and software
revenues mix, impacting our results of operations.
The
gross
margin on our services revenues is, in most instances, greater than the gross
margin on our software revenues. As a result, our gross margin will be higher
in
quarters where our services revenues, as a percentage of total revenues, has
increased, and will be lower in quarters where our software revenues, as a
percentage of total revenues, has increased. In addition, gross margin on
software revenues may fluctuate as a result of variances in gross margin on
individual software products. Our stock price may be negatively
affected in quarters in which our gross margin decreases.
Our
services gross margins are subject to fluctuations as a result of variances
in
utilization rates and billing rates.
Our
services gross margins are affected by trends in the utilization rate of our
professionals, defined as the percentage of our professionals’ time billed to
customers divided by the total available hours in a period, and in the billing
rates we charge our clients. Our operating expenses, including employee
salaries, rent and administrative expenses are relatively fixed and cannot
be
reduced on short notice to compensate for unanticipated variations in the number
or size of projects in process. If a project ends earlier than scheduled, we
may
need to redeploy our project personnel. Any resulting non-billable time may
adversely affect our gross margins.
The
average billing rates for our services may decline due to rate pressures from
significant customers and other market factors, including innovations and
average billing rates charged by our competitors. Also, our average billing
rates will decline if we acquire companies with lower average billing rates
than
ours. To sell our products and services at higher prices, we must continue
to
develop and introduce new services and products that incorporate new
technologies or high-performance features. If we experience pricing pressures
or
fail to develop new services, our revenues and gross margins could decline,
which could harm our business, financial condition and results of
operations.
If
we fail to complete fixed-fee contracts within budget and on time, our results
of operations could be adversely affected.
We
perform a limited number of projects on a fixed-fee, turnkey basis, rather
than
on a time-and-materials basis. Under these contractual arrangements, we bear
the
risk of cost overruns, completion delays, wage inflation and other cost
increases. If we fail to estimate accurately the resources and time required
to
complete a project or fail to complete our contractual obligations within the
scheduled timeframe, our results of operations could be adversely affected.
We
cannot guarantee that in the future we will not price these contracts
inappropriately, which may result in losses.
We
may not be able to maintain our level of
profitability.
Although
we have been profitable for the past three years, we may not be able to sustain
or increase profitability on a quarterly or annual basis in the future. We
cannot guarantee future operating results. In future quarters, our operating
results may not meet public market analysts’ and investors’ expectations. If
this occurs, the price of our common stock will likely fall.
We
have recorded deferred offering costs in connection with a shelf registration
statement, and our inability to offset these costs against the proceeds of
future offerings from our shelf registration statement could result in a
non-cash expense in our Statement of Income in a future
period.
We
initially filed a registration statement with the Securities and Exchange
Commission on March 7, 2005 to register the offer and sale by the Company and
certain selling stockholders of shares of our common stock. Due to overall
market conditions during the second quarter 2006, we converted our registration
statement into a shelf registration statement to allow for offers and sales
of
common stock from time to time as market conditions permit. As of
December 31, 2006, we have recorded approximately $943,000 of deferred offering
costs (approximately $579,000 after tax, if ever expensed) in connection with
the offering and have classified these costs as prepaid expenses in other
non-current assets on our balance sheet.
If
we
sell shares of common stock from our shelf registration statement, we will
offset these accumulated deferred offering costs against the proceeds of the
offering. If we do not raise funds through an equity offering from the shelf
registration statement or fail to maintain the effectiveness of the shelf
registration statement, the currently capitalized deferred offering costs will
be expensed. Such expense would be a non-cash accounting charge as all of these
expenses have already been paid.
Risks
Related to Ownership of Our Common Stock
Our
stock price has been volatile and may continue to fluctuate
widely.
Our
common stock is traded on the Nasdaq Global Select Market under the symbol
“PRFT.” Our common stock price has been volatile. Our
stock price may continue to fluctuate widely as a result of the limited trading
volume, announcements of new services and products by us or our competitors,
quarterly variations in operating results, the gain or loss of significant
customers, changes in public market analysts’ estimates and market conditions
for information technology consulting firms and other technology stocks in
general.
We
periodically review and consider possible acquisitions of companies that we
believe will contribute to our long-term objectives. In addition, depending
on
market conditions, liquidity requirements and other factors, from time to time
we consider accessing the capital markets. These events may also affect the
market price of our common stock.
Our
officers, directors, and 5% and greater stockholders own a large percentage
of
our voting securities and their interests may differ from other
stockholders.
Our
executive officers, directors and existing 5% and greater stockholders
beneficially own or control approximately 13% of the
voting power of our common stock. This concentration of voting power of our
common stock may make it difficult for our other stockholders to successfully
approve or defeat matters that may be submitted for action by our stockholders.
It may also have the effect of delaying, deterring or preventing a change in
control of our company.
We
may need additional capital in the future, which may not be available to us.
The
raising of any additional capital may dilute your ownership percentage in our
stock.
We
intend
to continue to make investments to support our business growth and may require
additional funds to pursue business opportunities and respond to business
challenges. Accordingly, we may need to engage in equity or debt financings
to
secure additional funds. If we raise additional funds through further issuances
of equity or convertible debt securities, our existing stockholders could
suffer dilution, and any new equity securities we issue could have
rights, preferences and privileges superior to those of holders of our common
stock. Any debt financing secured by us in the future could involve restrictive
covenants relating to our capital raising activities and other financial and
operational matters, which may make it more difficult for us to obtain
additional capital and to pursue business opportunities, including potential
acquisitions. In addition, we may not be able to obtain additional financing
on
terms favorable to us, if at all. If we are unable to obtain adequate financing
or financing on terms satisfactory to us, when we require it, our ability to
continue to support our business growth and to respond to business challenges
could be significantly limited.
It
may be difficult for another company to acquire us, and this could depress
our
stock price.
In
addition to the large percentage of our voting securities held by our officers,
directors and 5% and greater stockholders, provisions contained in our
certificate of incorporation, bylaws and Delaware law could make it difficult
for a third party to acquire us, even if doing so would be beneficial to our
stockholders. Our certificate of incorporation and bylaws may discourage, delay
or prevent a merger or acquisition that a stockholder may consider favorable
by
authorizing the issuance of “blank check” preferred stock. In addition,
provisions of the Delaware General Corporation Law also restrict some business
combinations with interested stockholders. These provisions are intended to
encourage potential acquirers to negotiate with us and allow the board of
directors the opportunity to consider alternative proposals in the interest
of
maximizing stockholder value. However, these provisions may also discourage
acquisition proposals or delay or prevent a change in control, which could
harm
our stock price.
FORWARD-LOOKING
STATEMENTS
Some
of
the statements contained in this prospectus and in the documents we incorporate
by reference that are not purely historical statements discuss future
expectations, contain projections of results of operations or financial
condition or state other forward-looking information. Those
statements are subject to known and unknown risks, uncertainties and other
factors that could cause the actual results to differ materially from those
contemplated by the statements. The “forward-looking” information is
based on various factors and was derived using numerous assumptions. In some
cases, you can identify these so-called forward-looking statements by words
like
“may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative of those
words and other comparable words. You should be aware that those
statements only reflect our predictions. Actual events or results may differ
substantially. Important factors that could cause our actual results to be
materially different from the forward-looking statements are disclosed under
the
heading “Risk Factors” in this prospectus.
Although
we believe that the expectations reflected in the forward-looking statements
are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform such statements to
actual results.
All
forward-looking statements, express or implied, included in this prospectus
and
the documents we incorporate by reference and attributable to Perficient are
expressly qualified in their entirety by this cautionary statement. This
cautionary statement should also be considered in connection with any subsequent
written or oral forward-looking statements that Perficient or any persons acting
on our behalf may issue.
USE
OF PROCEEDS
This
prospectus related to the offer and sale from time to time of up to an aggregate
of 661,880 shares of common stock for the account of the selling stockholders
referred to in this prospectus. We will not receive any proceeds from the
sale
of any shares of common stock by the selling stockholders.
SELLING
STOCKHOLDERS
On
February 20, 2007, we consummated the acquisition of e-tech solutions, Inc.,
or
E-Tech, through a series of mergers pursuant to which E-Tech was merged with
and
into our wholly owned subsidiary, Perficient E-Tech, LLC. In our
acquisition of E-Tech, we paid approximately $12.2 million to the E-Tech
stockholders, consisting of $6.1 million in cash and 306,247 shares of our
common stock (valued at approximately $6.1 million as of February 20, 2007),
subject to certain post-closing adjustments. In addition to the
amounts paid to the E-Tech stockholders, we also incurred approximately $663,000
in transaction costs. In accordance with the Agreement and Plan of
Merger governing our acquisition of E-Tech, which we refer to as the E-Tech
Merger Agreement, we are registering 306,247 of the shares of our common
stock
issued in the merger for resale by the E-Tech stockholders.
On
June
25, 2007, we acquired substantially all of the assets and properties and
assumed
certain liabilities of Tier1 Innovation, LLC (“Tier1”). In our
acquisition of Tier1, we paid approximately $14.25 million to the Tier1 interest
holders, consisting of $7.125 million in cash and 355,633 shares of our common
stock (valued at approximately $7.125 million as of June 25, 2007), subject
to
certain post-closing adjustments. In addition to the amounts paid to
the Tier1 interest holders, we also incurred approximately $722,000 in
transaction costs. In accordance with the Asset Purchase Agreement
governing our acquisition of Tier1, which we refer to as the Tier1 Asset
Purchase Agreement, we are registering 355,633 shares of our common stock
issued
in the acquisition for resale by the Tier1 interest holders.
The
following table sets forth information as of July 2,
2007 regarding the number of shares of common stock
beneficially owned by the selling stockholders prior to the offering, the
number
of shares of common stock offered by the selling stockholders, and the number
of
shares of common stock that will be owned by the selling stockholders upon
completion of the offering or offerings pursuant to this prospectus, assuming
the selling stockholders sell all of the shares of common stock offered
hereby. The percentage of shares beneficially owned prior to this
offering in the following table is based
on 28,340,342 shares of common stock outstanding as
of July 2, 2007.
Beneficial
ownership is determined under the rules of the Securities and Exchange
Commission. These rules deem common stock subject to options
currently exercisable, or exercisable within 60 days, to be outstanding for
purposes of computing the percentage ownership of the person holding the options
or of a group of which the person is a member, but they do not deem such stock
to be outstanding for purposes of computing the percentage ownership of any
other person or group. To our knowledge, except under applicable
community property laws, or as otherwise indicated, each person named in the
table has sole voting and sole investment control with regard to all shares
beneficially owned by such person.
|
|
Shares
Beneficially Owned Prior to Offering
|
|
|
|
Shares
Beneficially Owned After Offering
|
Name
of Beneficial Owner
|
|
Number
|
|
Percent
|
|
Number
of Shares Being Offered
|
|
Number
|
|
Percent
|
E-Tech
Selling Stockholders:
|
|
|
|
|
|
|
|
|
|
|
Paul
Elisii (1)
|
|
141,748
|
|
*
|
|
141,748
|
|
0
|
|
0
|
Sebastian
Napoli (2)
|
|
17,148
|
|
*
|
|
17,148
|
|
0
|
|
0
|
Bob
Nolan (3)
|
|
4,527
|
|
*
|
|
4,527
|
|
0
|
|
0
|
Mark
Gehman (4)
|
|
13,489
|
|
*
|
|
13,489
|
|
0
|
|
0
|
Jack
Ternowchek (5)
|
|
2,927
|
|
*
|
|
2,927
|
|
0
|
|
0
|
Patrick
Olivares (6)
|
|
11,226
|
|
*
|
|
11,226
|
|
0
|
|
0
|
Dawn
Bedard (7)
|
|
1,841
|
|
*
|
|
1,841
|
|
0
|
|
0
|
Dave
Kolonauski (8)
|
|
951
|
|
*
|
|
951
|
|
0
|
|
0
|
Jack
Yorgey (9)
|
|
325
|
|
*
|
|
325
|
|
0
|
|
0
|
Scott
Good (10)
|
|
20,577
|
|
*
|
|
20,577
|
|
0
|
|
0
|
Penns
Light Communications, Inc. (11)
|
|
43,436
|
|
*
|
|
43,436
|
|
0
|
|
0
|
Mark
Anthony (12)
|
|
29,622
|
|
*
|
|
29,622
|
|
0
|
|
0
|
Robin
Hood Ventures 11, LLP (13)
|
|
18,205
|
|
*
|
|
18,205
|
|
0
|
|
0
|
Jim
Rowan (14)
|
|
225
|
|
*
|
|
225
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Tier1
Selling Stockholders:
|
|
|
|
|
|
|
|
|
|
|
Mark
Johnston (15)
|
|
139,520
|
|
*
|
|
139,520
|
|
0
|
|
0
|
Jay
Johnson (16)
|
|
139,521
|
|
*
|
|
139,521
|
|
0
|
|
0
|
Scott
Nesbitt (17)
|
|
17,680
|
|
*
|
|
17,680
|
|
0
|
|
0
|
Scott
French (18)
|
|
17,680
|
|
*
|
|
17,680
|
|
0
|
|
0
|
Jason
Zimmer (19)
|
|
9,342
|
|
*
|
|
9,342
|
|
0
|
|
0
|
Jill
Colbeck (20)
|
|
9,342
|
|
*
|
|
9,342
|
|
0
|
|
0
|
Chris
Kaschmitter
|
|
4,360
|
|
*
|
|
4,360
|
|
0
|
|
0
|
Clay
Powers (21)
|
|
3,737
|
|
*
|
|
3,737
|
|
0
|
|
0
|
Gabor
Bay (22)
|
|
3,737
|
|
*
|
|
3,737
|
|
0
|
|
0
|
Rod
Roderick (23)
|
|
3,737
|
|
*
|
|
3,737
|
|
0
|
|
0
|
Michael
Jacoby (24)
|
|
1,193
|
|
*
|
|
1,193
|
|
0
|
|
0
|
Robert
Oakley (25)
|
|
778
|
|
*
|
|
778
|
|
0
|
|
0
|
Barbara
Gilbertson (26)
|
|
623
|
|
*
|
|
623
|
|
0
|
|
0
|
Joshua
Narrell (27)
|
|
623
|
|
*
|
|
623
|
|
0
|
|
0
|
Fred
Graves (28)
|
|
623
|
|
*
|
|
623
|
|
0
|
|
0
|
Bill
VanOrsdel (29)
|
|
623
|
|
*
|
|
623
|
|
0
|
|
0
|
Juan
Roesner (30)
|
|
623
|
|
*
|
|
623
|
|
0
|
|
0
|
Chris
Homer (31)
|
|
623
|
|
*
|
|
623
|
|
0
|
|
0
|
Paul
Colucci (32)
|
|
623
|
|
*
|
|
623
|
|
0
|
|
0
|
Patrick
Abram (33)
|
|
645
|
|
*
|
|
645
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
661,880
|
|
|
|
661,880
|
|
0
|
|
0
|
* Represents
less than 1% of the outstanding shares.
|
(1)
|
Includes
49,391 shares currently held in escrow by JPMorgan Chase Bank, N.A.,
referred to as JPMorgan, until February 20, 2008 pursuant to the
Escrow
Agreement dated April 19, 2007 among Perficient, Inc., Gary Rawding
and
JPMorgan, referred to as the E-Tech Escrow Agreement. Mr.
Elisii is employed by us as a General
Manager.
|
|
(2)
|
Includes
5,176 shares currently held in escrow by JPMorgan until February
20, 2008
pursuant to the E-Tech Escrow Agreement. Mr. Napoli is employed
by us as a Senior Project Manager.
|
|
(3)
|
Includes
1,366 shares currently held in escrow by JPMorgan until February
20, 2008
pursuant to the E-Tech Escrow Agreement. Mr. Nolan is employed
by us as a Business Development
Executive.
|
|
(4)
|
Includes
1,035 shares currently held in escrow by JPMorgan until February
20,
2008 pursuant to the E-Tech Escrow Agreement. Mr.
Gehman is employed by us as a Director of Solutions
Development.
|
|
(5)
|
Includes
352 shares currently held in escrow by JPMorgan until February 20,
2008 pursuant to the E-Tech Escrow Agreement. Mr.
Ternowchek is employed by us as a Director of Solutions
Development.
|
|
(6)
|
Includes
352 shares currently held in escrow by JPMorgan until February 20,
2008 pursuant to the E-Tech Escrow Agreement. Mr.
Olivares is employed by us as a Director of Solutions
Development.
|
|
(7)
|
Includes
556 shares currently held in escrow by JPMorgan until February 20,
2008 pursuant to the E-Tech Escrow Agreement. Ms.
Bedard is employed by us as a Senior Technical
Architect.
|
|
(8)
|
Includes
287 shares currently held in escrow by JPMorgan until February 20,
2008 pursuant to the E-Tech Escrow Agreement. Mr.
Kolonauski is employed by us as a Director of Solutions
Development.
|
|
(9)
|
Includes
98 shares currently held in escrow by JPMorgan until February 20,
2008 pursuant to the E-Tech Escrow Agreement. Mr.
Yorgey is employed by us as a Project
Manager.
|
|
(10)
|
Includes
6,211 shares currently held in escrow by JPMorgan until February
20, 2008
pursuant to E-Tech Escrow
Agreement.
|
|
(11)
|
Includes
13,111 shares currently held in escrow by JPMorgan until February
20, 2008
pursuant to the E-Tech Escrow
Agreement.
|
|
(12)
|
Includes
8,941 shares currently held in escrow by JPMorgan until February
20, 2008
pursuant to the E-Tech Escrow
Agreement.
|
|
(13)
|
Includes
5,495 shares currently held in escrow by JPMorgan until February
20,
2008 pursuant to the E-Tech Escrow
Agreement.
|
|
(14)
|
Includes
68 shares currently held in escrow by JPMorgan until February 20,
2008 pursuant to the E-Tech Escrow
Agreement.
|
|
(15)
|
Includes
40,775 shares currently held in escrow by JPMorgan until June
25, 2008 pursuant to the Escrow Agreement dated June 25, 2007 among
Perficient, Inc., Tier1 Innovation, LLC and JPMorgan, referred
to as the
Tier1 Escrow Agreement.
|
|
(16)
|
Includes
40,775 shares currently held in escrow by JPMorgan until June 25,
2008
pursuant to the Tier1 Escrow
Agreement.
|
|
(17)
|
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.
|
|
(18)
|
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.
|
|
(19)
|
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.
|
|
(20)
|
Includes
2,716 shares currently held in escrow by JPMorgan until June 25,
2008
pursuant to the Tier1 Escrow
Agreement.
|
|
(21)
|
Mr.
Powers is employed by us as a Technical
Architect.
|
|
(22)
|
Mr.
Bay is employed by us as a Senior Technical
Architect.
|
|
(23)
|
Mr.
Roderick is employed by us as a Business Development
Executive.
|
|
(24)
|
Mr.
Jacoby is employed by us as a Business Development
Executive.
|
|
(25)
|
Mr.
Oakley is employed by us as a System Administrator
(IT).
|
|
(26)
|
Ms.
Gilbertson is employed by us as an accounting
clerk.
|
|
(27)
|
Mr.
Narrell is employed by us as a Senior Project
Manager.
|
|
(28)
|
Mr.
Graves is employed by us as a Technical
Architect.
|
|
(29)
|
Mr.
VanOrsdel is employed by us as a Business Development
Executive.
|
|
(30)
|
Mr.
Roesner is employed by us as a
Director.
|
|
(31)
|
Mr.
Homer is employed by us as a Senior Project
Manager.
|
|
(32)
|
Mr.
Colucci is employed by us as a Senior Project
Manager.
|
|
(33)
|
Mr.
Abram is employed by us as a Technical
Architect.
|
The
E-Tech Escrow Agreement was entered into in connection with our acquisition
of
E-Tech to secure the indemnification obligations of the E-Tech shareholders
under the E-Tech Merger Agreement. In the event we are entitled to
indemnification under the E-Tech Merger Agreement for claims arising prior
to
February 20, 2008, the indemnification may be satisfied, in part, with
shares of
our common stock held in escrow pursuant to the E-Tech Escrow
Agreement. To the extent that any of our shares of common stock held
in escrow are used to satisfy the indemnification obligations of the E-Tech
selling stockholders, the E-Tech selling stockholders will no longer
beneficially own those shares of common stock and such shares may not be
offered
pursuant to this prospectus. We will file a prospectus supplement in
the event any shares of our common stock held in escrow pursuant to the
E-Tech
Escrow Agreement are used to satisfy indemnification obligations of the
E-Tech
selling stockholders under the E-Tech Merger Agreement.
The
Tier1
Escrow Agreement was entered into in connection with our acquisition of Tier1
to
secure the indemnification obligations of certain of the Tier1 interest holders
under the Tier1 Asset Purchase Agreement. In the event we are
entitled to indemnification under the Tier1 Asset Purchase Agreement for
claims
arising prior to June 26, 2008, the indemnification may be satisfied, in
part,
with shares of our common stock held in escrow pursuant to the Tier1 Escrow
Agreement. To the extent that any of our shares of common stock held
in escrow are used to satisfy the indemnification obligations of those Tier1
selling stockholders subject to the Tier1 Escrow Agreement, such Tier1 selling
stockholders will no longer beneficially own those shares of common stock
and
such shares may not be offered pursuant to this prospectus. We will
file a prospectus supplement in the event any shares of our common stock
held in
escrow pursuant to the Tier1 Escrow Agreement are used to satisfy
indemnification obligations of certain of the Tier1 interest holders under
the
Tier1 Asset Purchase Agreement.
None
of
the selling stockholders are an affiliate of a registered broker-dealer and
none
of the selling stockholders had any agreements, understandings or arrangements
with any other persons, either directly or indirectly, at the time they acquired
the shares of our common stock to dispose of such shares.
Other
Resale Registration Statements
In
the
acquisition of the Energy, Government and General Business unit of Digital
Consulting & Software Services, Inc., or EGG, on July 21, 2006, we paid
approximately $13.1 million to the Digital Consulting & Software Services,
Inc., consisting of approximately $6.4 million in cash and approximately 511,382
shares of our common stock, and transaction costs of approximately
$275,000. In accordance with the Asset Purchase Agreement governing
our acquisition of EGG, and pursuant to a Registration Statement on Form S-3
(File No. 333-138602), we registered for resale 433,074 shares of our common
stock issued in connection with the acquisition and held by Digital
Consulting & Software Services, Inc. We also registered for
resale 39,154 shares of our common stock issued in connection with the
acquisition and held by a former employee of EGG.
In
the
acquisition of Insolexen, Corp., or Insolexen, on May 31, 2006, we paid
approximately $15.1 million to the Insolexen stockholders, consisting of
approximately $7.7 million in cash and approximately 522,944 shares of our
common stock. We also paid transaction costs of approximately
$695,000. In accordance with the Agreement and Plan of Merger
governing our acquisition of Insolexen, we registered for resale 446,935 shares
of our common stock issued in connection with the transaction pursuant to a
Registration Statement on Form S-3 (File No. 333-138602).
In
the
acquisition of Bay Street Solutions, Inc., or Bay Street, on April 7, 2006,
we
paid approximately $9.8 million to the Bay Street stockholders, consisting
of
approximately $4.1 million in cash and approximately 464,569 shares of our
common stock. We also paid transaction costs of approximately
$636,000. In accordance with the Agreement and Plan of Merger
governing our acquisition of Bay Street, we registered for resale 464,569 shares
of our common stock issued in connection with the transaction pursuant to a
Registration Statement on Form S-3 (File No. 333-138602).
In
the
acquisition of substantially all of the assets and the assumption of certain
liabilities of Vivare, LP, or Vivare, on September 2, 2005, we paid
approximately $9.8 million to the Vivare partners,
consisting
of approximately $4.9 million in cash and approximately 618,500 shares of our
common stock. We also paid transaction costs of approximately
$500,000. In accordance with the Asset Purchase Agreement, we registered for
resale 158,857 shares of our common stock issued in connection with the
transaction pursuant to a Registration Statement on Form S-3 (File No.
333-129054). We also registered for resale 10,995 shares of our
common stock issued in connection with the acquisition and held by former
employees of Vivare pursuant to the Registration Statement on Form S-3 (File
No.
333-138602).
In
the
acquisition of substantially all of the assets and the assumption of certain
liabilities of iPath Solutions, Ltd., or iPath, on June 10, 2005, we paid
approximately $9.9 million to the iPath stockholders, consisting of
approximately $3.9 million in cash, $900,000 of liabilities repaid on behalf
of
iPath and 623,803 shares of our common stock. We also paid
transaction costs of approximately $600,000. In accordance with the
Asset Purchase Agreement governing our acquisition of iPath, we registered
for
resale 325,039 shares of our common stock issued in connection with the
transaction, pursuant to a Registration Statement on Form S-3 (File No.
333-129054).
In
the
acquisition of substantially all of the assets and the assumption of certain
liabilities Zettaworks LLC, or ZettaWorks, on December 20, 2004, we paid
approximately $10.7 million, excluding transaction costs, consisting of
approximately $2.9 million in cash and 1.2 million shares of our common
stock. In accordance with the Asset Purchase Agreement governing our
acquisition of ZettaWorks, we registered for resale 1,193,179 shares of our
common stock issued in connection with the transaction, pursuant to a
Registration Statement on Form S-3 (File No. 333-123177).
In
the
acquisition of Meritage Technologies, Inc., or Meritage, on June 18, 2004,
we
paid approximately $7.1 million, excluding transaction costs, to the Meritage
stockholders consisting of approximately $2.9 million in cash and 1.2 million
shares of our common stock. In connection with the acquisition of Meritage,
on
June 16, 2004 we raised approximately $2.5 million through a private placement
of 800,000 shares of our common stock to a group of institutional investors
led
by Tate Capital Partners. The investors were also issued warrants for the
purchase of an additional 160,000 shares of our common stock. In our acquisition
of Meritage, we granted certain registration rights to the stockholders of
Meritage, and in our private placement we granted certain registration rights
to
the investors in the private placement. As a result, we have registered
1,938,001 shares of our common stock, pursuant to a Registration Statement
on
Form S-3 (File No. 333-117216) for resale by the former stockholders of Meritage
and by the investors in the private placement.
In
the
acquisition of Genisys Consulting, Inc., or Genisys, on April 2, 2004, we paid
approximately $8.3 million, excluding transaction costs, to the Genisys
stockholders consisting of approximately $1.5 million in cash, 1.7 million
shares of our common stock and options for 187,500 shares of our common stock.
In our acquisition of Genisys, we granted certain registration rights to the
stockholders of Genisys. As a result, we have registered 253,116 shares of
our
common stock, pursuant to a Registration Statement on Form S-3 (File No.
333-116549), for resale by the former stockholders of Genisys.
PLAN
OF DISTRIBUTION
Subject
to the restrictions described below, the selling stockholders may sell the
shares of common stock offered by this prospectus from time to time in one
or
more transactions on the Nasdaq Global Select Market, or any other stock
exchange, market or trading facility on which the shares of common stock may
from time to time be trading, in negotiated transactions or in a combination
of
any such methods of sale, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The shares of common stock may be
offered directly to or through brokers or dealers, or through any combination
of
these methods of sale. The methods by which the selling stockholders,
including donees, transferees or other successors-in-interest, may sell their
shares of common stock also include:
|
·
|
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.
|
The
selling stockholders, including donees, transferees or other
successors-in-interest, may also sell their shares in accordance with Rule
144
under the Securities Act, or pursuant to other available exemptions from the
registration requirements of the Securities Act, rather than pursuant to this
prospectus.
In
connection with our acquisition of E-Tech, we entered into Stock Restriction
Agreements and Non-Compete Agreements with each of Paul Elissii, Sebastian
Napoli, Dawn Bedard, Patrick Olivares, Dave Kolonauski, Mark Gehman, Bob Nolan,
Jack Ternowcheck, and Jack Yorgey which impose resale restrictions on the shares
of our common stock held by each of the E-Tech selling
stockholders. Specifically, these Stock Restriction Agreements
provide that none of the shares of our common stock held by each such E-Tech
selling stockholder may be sold until the earlier of (a) the close of
business on the ninth anniversary of the Closing Date or (b) the close of
business on the last day of such E-Tech selling stockholder’s employment with us
if such employment is terminated by us without cause, by such E-Tech selling
stockholder with good reason or due to death or disability, except as
follows:
|
·
|
if
an E-Tech selling stockholder remains continuously employed by us
through
February 20, 2008, the resale restrictions shall lapse with respect
to 25%
of the shares held by such E-Tech selling
stockholder;
|
|
·
|
if
an E-Tech selling stockholder remains continuously employed by us
through
February 20, 2009, the resale restrictions shall lapse with respect
to an
additional 25% of the shares held by such E-Tech selling stockholder;
and
|
|
·
|
if
an E-Tech selling stockholder remains continuously employed by us
through
February 20, 2010, the resale restrictions shall lapse with respect
to the
remaining shares held by such E-Tech selling
stockholder.
|
The
shares held by Messrs. Anthony, Good and Rowan and by Penns Light
Communications, Inc. and Robin Hood Ventures 11, LLP that are currently held
in
escrow pursuant to the E-Tech Escrow Agreement may be sold by such stockholders
prior to February 20, 2008 provided that the proceeds of such sale are deposited
into the escrow fund established pursuant to the E-Tech Escrow
Agreement.
In
connection with our acquisition of Tier1, we entered into Stock Restriction
Agreements and Non-Compete Agreements with each of Scott Nesbitt, Scott French
and Jason Zimmer and we entered into Stock Restriction Agreements with each
of
Clay Powers, Gabor Bay, Rod Roderick, Michael Jacoby, Robert Oakley, Barbara
Gilbertson Joshua Narrell, Fred Graves, Bill VanOrsdel, Juan Roesner, Chris
Homer, Paul Colucci and Patrick Abram which impose resale restrictions on
the
shares of our common stock held by such Tier1 selling
stockholders. Specifically, these agreements provide that none of the
shares of our common stock held by each such Tier1 selling stockholder may
be
sold until the earlier of (a) the close of business on the ninth
anniversary of the Closing Date or (b) the close of business on the last
day of such Tier1’s selling stockholder’s employment with us if such employment
is terminated by us without cause, by such Tier1 selling stockholder with
good
reason or due to death or disability, except as follows:
|
·
|
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.
|
The
11,552 shares of our common stock owned by Messrs. Nesbitt, French and Zimmer
that are currently held in escrow by JPMorgan pursuant to the Tier1 Escrow
Agreement are subject to the foregoing resale
restrictions. Therefore, to the extent any of such escrowed shares
are not used to satisfy indemnification obligations under the Tier1 Asset
Purchase Agreement and are released from escrow, such shares may not be resold
except as described above.
The
84,266 shares of our common stock owned by Messrs. Johnston and Johnson and
Ms.
Colbeck may not be sold until after June 25, 2008 when they are released
from
escrow, to the extent any such shares have not been used to satisfy
indemnification obligations under the Tier1 Asset Purchase
Agreement.
An
underwriter, agent, broker or dealer may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders or the
purchasers of the shares of common stock for whom such broker-dealers may act
as
agents or to whom they sell as principals, or both (which compensation as to
a
particular broker-dealer might be in excess of customary
commissions).
The
selling stockholders and any underwriters, broker-dealers or agents
participating in the distribution of the common stock may be deemed to be
“underwriters” within the meaning of the Securities Act of 1933, and any profit
on the sale of common stock by the selling stockholders and any underwriting
discounts, commissions or fees received by such persons may be deemed to be
underwriting commissions or discounts under the Securities Act.
Any
underwriters, brokers, dealers and agents who participate in any sale of the
shares of common stock may also engage in transactions with, or perform services
for, us or our affiliates in the ordinary course of their business.
Under
the
Securities Exchange Act of 1934, any person engaged in the distribution of
the
shares of common stock may not simultaneously engage in market-making activities
with respect to common stock for five business days prior to the start of the
distribution. In addition, the selling shareholder and any other person
participating in a distribution will be subject to the Exchange Act, which
may
limit the timing of purchases and sales of common stock by the selling
shareholder or any other person.
We
cannot
assure you that the selling stockholders will sell any or all of the shares
of
common stock offered by this prospectus.
LEGAL
MATTERS
Our
legal
counsel, Vinson & Elkins L.L.P., Austin, Texas has passed upon certain legal
matters in connection with the offered securities. Any underwriters
will be advised about other issues relating to any offering by their own legal
counsel.
EXPERTS
The
financial statements and management’s report on the effectiveness of internal
control over financial reporting incorporated by reference in this Prospectus
and in the Registration Statement have been audited by BDO Seidman, LLP, an
independent registered public accounting firm, to the extent and for the periods
set forth in their reports incorporated herein by reference, and are
incorporated herein in reliance upon such reports given upon the authority
of
said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
file
annual, quarterly and other periodic reports, proxy statements and other
information with the SEC. Our SEC filings are available over the Internet at
the
SEC’s web site at http://www.sec.gov. You may also read and copy any document we
file with the SEC at the SEC’s Public Reference Room located at 100 F Street,
N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains a website at www.sec.gov which
contains the reports, proxy statements and other information we file with the
SEC. You may also inspect our SEC reports and other information at
our website at http://www.perficient.com. We do not intend for information
contained in our website to be part of this prospectus.
INFORMATION
WE INCORPORATE BY REFERENCE
Some
of
the important business and financial information that you may want to consider
is not included in this prospectus, but rather is “incorporated by reference” to
documents that have been filed by us with the Securities and Exchange Commission
pursuant to the Exchange Act of 1934. The information that is incorporated
by
reference consists of:
|
·
|
Annual
Report on Form 10-K for the fiscal year ended December 31, 2006,
as
amended by Amendment No. 1;
|
|
·
|
Quarterly
Report on Form 10-Q for the quarter ended March 31,
2007;
|
|
·
|
Current
Reports on Form 8-K (excluding any portions thereof that are deemed
to be
furnished and not filed) filed on March 22, 2007, April 25, 2007
and June
28, 2007; and
|
|
·
|
The
description of our common stock contained in our Form 8-A filed with
the
SEC on July 22, 1999 (File No.
000-15169).
|
All
documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act (excluding any information furnished pursuant to Item 2.02 or
Item
7.01 on any Current Report on Form 8-K), after the date of the initial
registration statement and prior to the effectiveness of the registration
statement and subsequent to the date of this prospectus and prior to the
termination of this offering, shall be deemed incorporated by reference in
this
prospectus and made a part hereof from the date of filing of those documents.
Any statement contained in a document incorporated or deemed incorporated by
reference in this prospectus shall be deemed modified or superseded for purposes
of this prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed incorporated by
reference herein or in any prospectus supplement modifies or supersedes that
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
prospectus.
We
will
provide without charge to each person who is delivered a prospectus, on written
or oral request, a copy of any or all of the documents incorporated by reference
herein (other than exhibits to those documents unless those exhibits are
specifically incorporated by reference into those documents). Requests for
copies should be directed to Investor Relations, Perficient, Inc., 1120 South
Capital of Texas Highway, Building 3, Suite 220, Austin, Texas 78746, Telephone:
(512) 531-6000.
PART
II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
following table sets forth all expenses payable by us in connection with the
issuance and distribution of the securities being registered. All amounts shown
are estimates, except for the SEC registration fee.
SEC
registration
fee
|
|
$ |
430.00
|
|
Printing
expenses
|
|
|
1,000.00
|
|
Accounting
fees and
expenses
|
|
|
40,000.00
|
|
Legal
fees and
expenses
|
|
|
40,000.00
|
|
Total
|
|
$ |
81,430.00
|
|
We
will
bear all expenses shown above.
Item
15. Indemnification of Directors and Officers
Perficient,
Inc. is incorporated under the laws of the State of Delaware. Subsection (a)
of
Section 145 of the Delaware General Corporation Law, or DGCL, empowers a
corporation to indemnify any person who was or is a party or is threatened
to be
made a party to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person
is
or was a director, officer, employee or agent of the corporation, or is or
was
serving at the request of the corporation as a director, officer, employee
or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed
to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person’s conduct was
unlawful.
Subsection
(b) of Section 145 empowers a corporation to indemnify any person who was or
is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of
the
capacities set forth above, against expenses (including attorneys’ fees)
actually and reasonably incurred by the person in connection with the defense
or
settlement of such action or suit if the person acted in good faith and in
a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made
in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that
the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section
145 further provides that to the extent a director or officer of a corporation
has been successful on the merits or otherwise in the defense of any such
action, suit or proceeding referred to in subsections (a) and (b) of Section
145
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys’ fees) actually and reasonably incurred by
him in connection therewith; that the indemnification provided for by Section
145 shall not be deemed exclusive of any other rights which the indemnified
party may be entitled; that indemnification provided by Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased
to
be a
director, officer, employee or agent and shall inure to the benefit of such
person’s heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him
in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities
under
Section 145.
Section
102(b)(7) of the DGCL provides that a certificate of incorporation may contain
a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of the director:
|
·
|
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.
|
Article
6
of our Certificate of Incorporation provides that, to the fullest extent
permitted by the DGCL, no director of the registrant shall be liable to us
or
our stockholders for monetary damages for breach of fiduciary duty as a
director.
Article
11 of our Bylaws provides that we shall indemnify, to the fullest extent
permitted by the DGCL, any and all of our directors and officers, or former
directors and officers, or any person who may have served at our request as
a
director or officer of another corporation, partnership, joint venture, trust
or
other enterprise, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
any third party proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in, or not opposed to, our best interests
and, with respect to any criminal third party proceeding, had no reasonable
cause to believe such conduct was unlawful.
We
have
indemnification agreements with each of our directors and executive
officers.
We
maintain officers’ and directors’ liability insurance.
Item
16. Exhibits
The
following exhibits are filed herewith or incorporated by reference
herein:
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 April 19, 2007 among Perficient, Inc., Gary Rawding
and
JPMorgan Chase Bank, N.A.
|
10.2*
|
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)
|
Item
17. Undertakings
The
undersigned registrant hereby undertakes:
(a)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(1)
To
include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
(2)
To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set
forth in the “Calculation of Registration Fee” table in the effective
registration statement;
(3)
To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided,
however, that the undertakings set forth in paragraphs (1), (2) and (3) above
do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
(b)
That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(d)
That,
for purposes of determining any liability under the Securities Act of 1933,
each
filing of the registrant’s annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(e) That,
for the purpose of determining liability under the Securities Act of 1933 to
any
purchaser, each prospectus filed pursuant to Rule 424(b) as part of the
registration statement relating to this offering, shall be deemed to be part
of
and included in the registration statement as of the date it is first used
after
effectiveness; provided, however, that no statement made in a registration
statement or prospectus that is part of this registration statement or made
in a
document incorporated or deemed incorporated by reference into this registration
statement or prospectus that is part of this registration
statement
will, as to a purchaser with a time of contract of sale prior to such first
use,
supersede or modify any statement that was made in the registration statement
or
prospectus that was part of this registration statement or made in any such
document immediately prior to such date of first use.
(f)
Insofar as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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 of the requirements
for
filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, State of Texas, on July 5,
2007.
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PERFICIENT,
INC.
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By:
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/s/
John T. McDonald |
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John
T. McDonald
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Chief
Executive Officer
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Signature
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Title
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Date
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/s/
John T. McDonald
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Chief
Executive Officer and Chairman of the Board
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July
5, 2007
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John
T. McDonald
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(Principal
Executive Officer)
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/s/
Paul E. Martin
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Chief
Financial Officer
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July
5, 2007
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Paul
E. Martin
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(Principal
FinancialOfficer)
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/s/
Richard T. Kalbfleish
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Vice
President of Finance and Administration
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July
5, 2007
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Richard
T. Kalbfleish
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(Principal
Accounting Officer)
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/s/
Ralph C. Derrickson*
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Director
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July
5, 2007
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Ralph
C. Derrickson
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/s/
Max D. Hopper*
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Director
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July
5, 2007
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Max
D. Hopper
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*BY:
/s/ Paul E. Martin
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Paul
E. Martin
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Attorney-in-Fact
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EXHIBIT
INDEX
The
following exhibits are filed herewith or incorporated by reference
herein:
Exhibit
Number
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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, previously
filed with the Securities and Exchange Commission as an Exhibit
to our
Current Report on Form 8-K filed June 28, 2007
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2.2
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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
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2.3
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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
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2.4
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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
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2.5
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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
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2.6
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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
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2.7
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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
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2.8
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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
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2.9
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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
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2.10
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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
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5.1*
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Opinion
of Vinson & Elkins L.L.P.
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10.1†
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Escrow
Agreement dated April 19, 2007 among Perficient, Inc., Gary Rawding
and
JPMorgan Chase Bank, N.A.
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10.2*
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Escrow
Agreement dated June 25, 2007 among Perficient, Inc., Tier1 Innovation,
LLC and JPMorgan Chase Bank. N.A.
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23.1*
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Consent
of BDO Seidman, LLP
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23.2*
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Consent
of Vinson & Elkins L.L.P. (included in Exhibit 5.1
hereto)
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24.1*
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Powers
of Attorney (included on the signature page hereto)
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