UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
WASHINGTON
D.C.
20549
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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J.
Nixon Fox,
III
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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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138,604
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$ 14.04
(2)
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$ 1,946,000.16
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$ 76.48
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(1) Up
to 138,604 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 are
based
on the
average of the high and low sales price of Perficient, Inc.’s
common stock on
the Nasdaq Global Select Market on January 22,
2008.
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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, JANUARY 25,
2008
PRELIMINARY
PROSPECTUS
138,604
Shares
Common
Stock
This
prospectus relates
to the offer and sale from time
to time of up to an
aggregate of 138,604 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 ePairs, Inc. on
November 21, 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 6,374,479 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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306,247
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e
tech solutions,
Inc.
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333-142267
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355,633
449,680
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Tier1
Innovation,
LLC
BoldTech
Systems,
Inc.
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333-145899
333-147687
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See
“Other
Resale Registration
Statements” on
page 11 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 3 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 ,
2008
TABLE
OF CONTENTS
ABOUT
THIS
PROSPECTUS
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1
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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
primarily in the United States. We help clients use Internet-based
technologies to improve productivity and competitiveness, strengthen relationships
with
customers, suppliers and partners 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 technology
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
1,500 colleagues serve clients from
a network of 18 offices in North America and two offshore development centers,
including a Software Engineering Institute (SEI) CMMI
Level 4 certified
global development center in Hangzhou, China and a third party offshore facility
in Eastern Europe operated for our benefit. Approximately 25% of our
billable consulting professionals are from our global development center
in China, our exclusively
operated Eastern European facility and our foreign national H-1B consulting
group. We believe that these offshore capabilities, combined with the leadership
of our United States based consulting staff, enable us to field an agile,
cost effective and world-class
business and technology consulting team to serve our
clients.
Our
goal is to continue to build one of
the leading independent information technology consulting firms 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. As
demand for our services grows, we
believe we will attempt to increase the number of professionals
in our
18 North
American offices and to add new
offices throughout the United States, both organically and through
acquisitions.
We
believe the market for information
technology consulting services is highly fragmented and 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
our methodology for
identifying, structuring, executing
and integrating acquisitions
helps us complete
acquisitions efficiently and maximize operating synergies and financial
returns. Since April 2004, we have acquired and integrated
12 information
technology consulting firms,
four of
which were acquired in
2007.
We
believe we have built one
of the leading
independent information technology consulting firms in the United
States. In addition to
our network of 18 North American
offices, 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:
|
·
|
demand
for Internet software and services;
|
|
·
|
customer
budget cycles;
|
|
·
|
changes
in our customers’ desire for our partners’ products and our services;
|
|
·
|
pricing
changes in our industry; and
|
|
|
|
|
·
|
government
regulation and legal developments regarding the use of the Internet.
|
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.
International
operations subject us to
additional political and economic risks that could have an adverse impact on our
business.
In
connection with our acquisition of
BoldTech Systems, Inc., we acquired a development center in
Hangzhou, China
and in connection with our
acquisition of ePairs, Inc., we acquired a recruiting
center in
Chennai, India. We also have an agreement
with a third
party offshore facility in Eastern Europe that is operated for our
benefit. Because of our limited experience with facilities outside of
the United States, we are subject to certain risks related to expanding our
presence
into non-U.S. regions, including
risks related to complying with a wide variety of national and local laws,
restrictions on the import and export of certain technologies and multiple
and
possibly overlapping tax structures. In addition, we may face competition
from companies that may have
more experience with operations in such countries or with international
operations generally. We may also face difficulties integrating new facilities
in different countries into our existing operations, as well as integrating
employees that we hire in
different countries into our existing corporate culture.
Furthermore,
there are risks inherent in
expanding into non-U.S. regions, including, but not limited
to:
·
political and economic instability;
·
global health conditions and
potential natural disasters;
·
unexpected changes in regulatory
requirements;
·
international currency controls and
exchange rate fluctuations;
·
reduced protection for intellectual
property rights in some countries; and
·
additional vulnerability from terrorist groups targeting American interests
abroad.
Any
one or more of the factors set forth
above could have a material adverse effect on our international operations,
and,
consequently, on our
business, financial condition and operating results.
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 12%
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 inequity 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 138,604 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
November 21, 2007, we acquired
substantially all of the assets and properties and assumed certain liabilities
of ePairs, Inc., which we refer to as ePairs. In our
acquisition of ePairs, we
paid approximately $5.0 million to the ePairs interest holders, consisting
of
$2.5 million
in cash and 138,604 shares of
our common stock (valued at approximately $2.5 million as of November 21,
2007),
subject to certain post-closing adjustments. In addition to the
amounts paid to the ePairs interest holders, we also incurred approximately
$500,000 in transaction costs. In accordance with the Asset Purchase
Agreement governing our acquisition of ePairs, which we refer to as the ePairs
Asset
Purchase Agreement, we are registering
138,604 shares of our common
stock issued in the acquisition for resale by the ePairs interest
holders.
The
following table sets forth
information as of January 22, 2008 and includes 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 31,742,672 shares
of common stock outstanding
as
of January 22,
2008.
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
|
|
|
|
|
|
|
|
|
|
|
|
Prakash
Chembai
|
|
49,578
|
|
*
|
|
49,578
|
|
0
|
|
0
|
Ramasamy
Seenivasan
|
|
898
|
|
*
|
|
898
|
|
0
|
|
0
|
Sathyanarayana
Bhasker
Lakshmikanth
|
|
1,386
|
|
*
|
|
1,386
|
|
0
|
|
0
|
Gopal
Lingam
|
|
449
|
|
*
|
|
449
|
|
0
|
|
0
|
Kabilan
Somasundaram
|
|
449
|
|
*
|
|
449
|
|
0
|
|
0
|
Kumaresh
Subramanian
|
|
1,109
|
|
*
|
|
1,109
|
|
0
|
|
0
|
Mahesh
Venkatachari
|
|
831
|
|
*
|
|
831
|
|
0
|
|
0
|
Sreenath
Mariappan
Gopal
|
|
299
|
|
*
|
|
299
|
|
0
|
|
0
|
Dilip
Trivedy
|
|
299
|
|
*
|
|
299
|
|
0
|
|
0
|
Amar
Bhatia
|
|
299
|
|
*
|
|
299
|
|
0
|
|
0
|
Gopinath
Prasad
|
|
449
|
|
*
|
|
449
|
|
0
|
|
0
|
Varun
Nagpal
|
|
449
|
|
*
|
|
449
|
|
0
|
|
0
|
Baldeep
Jain
|
|
449
|
|
*
|
|
449
|
|
0
|
|
0
|
Daniel
Varghese
|
|
449
|
|
*
|
|
449
|
|
0
|
|
0
|
Jonard
Jimenea
|
|
449
|
|
*
|
|
449
|
|
0
|
|
0
|
Manivel
Jagannathan
|
|
449
|
|
*
|
|
449
|
|
0
|
|
0
|
Pratham
Kailash
|
|
299
|
|
*
|
|
299
|
|
0
|
|
0
|
Rajaram
Loganathan
|
|
599
|
|
*
|
|
599
|
|
0
|
|
0
|
Santiago
Tranfo
|
|
449
|
|
*
|
|
449
|
|
0
|
|
0
|
Vijay
Alan
Sargunan
|
|
449
|
|
*
|
|
449
|
|
0
|
|
0
|
Sujiyit
George
|
|
449
|
|
*
|
|
449
|
|
0
|
|
0
|
Sumeet
Sharma
|
|
449
|
|
*
|
|
449
|
|
0
|
|
0
|
ePairs,
Inc.
(1)
|
|
77,619
|
|
*
|
|
77,619
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
138,604
|
|
|
|
138,604
|
|
0
|
|
0
|
*
Represents less than 1% of the outstanding
shares.
|
(1)
|
Includes
41,581 shares currently
held in escrow by JPMorgan Chase Bank, N.A., referred to as JPMorgan,
until November 21, 2008 pursuant to the Escrow Agreement dated
November 21, 2007
among Perficient, Inc., ePairs, Inc. and
JPMorgan, which we refer to as
the ePairs Escrow Agreement. We have been
advised that Kumar
Nathan exercises voting and dispositive power with respect to the
shares
held by this selling
stockholder.
|
The
ePairs Escrow Agreement
was entered into
in connection with our acquisition of ePairs to
secure the indemnification
obligations of certain of the ePairs security holders
under the ePairs
Asset Purchase Agreement. In the event we are entitled to
indemnification under the
ePairs Asset Purchase Agreement
for claims arising prior to
November 21, 2008, the indemnification may be satisfied, in part, with shares
of
our common stock held in
escrow pursuant to the ePairs 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 selling
stockholders
pursuant to
the ePairs Escrow
Agreement, such 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
ePairs Escrow
Agreement are used to satisfy
indemnification obligations of the selling stockholders under
the ePairs 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 BoldTech Systems,
Inc., or BoldTech, on September 20, 2007, we paid approximately
$20.4 million
to the BoldTech
security holders, consisting
of $10.0 million
in cash and 449,680 shares
of our common stock, and
transaction costs of approximately $1.0 million. In accordance with
the Agreement and Plan of Merger governing our acquisition of BoldTech, which
we refer to as the
BoldTech Merger Agreement, and pursuant to a Registration Statement on Form
S-3 (File No. 333-147687), we
registered for resale
449,680 shares
of our common stock
issued in connection with the acquisition.
In
the acquisition of substantially
all of the
assets and the
assumption of certain liabilities of
Tier1 Innovation, LLC, or Tier1, on June 25, 2007, we paid approximately
$14.25
million to the Tier1 interest holders, consisting of approximately $7.125
million in cash and 355,633
shares of our common stock. We also paid transaction costs of
approximately $762,500. In accordance with the Asset Purchase
Agreement governing our acquisition of Tier1, we registered for resale 355,633
shares of our common stock issued in
connection with the transaction,
pursuant to a Registration
Statement on Form S-3 (File
No. 333-145899).
In
the acquisition of e tech solutions,
Inc., or E-Tech,
on February 20, 2007, 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, and transaction costs of approximately
$663,000. 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,
and pursuant to a Registration
Statement on Form S-3 (File No. 333-142267), we registered for resale 306,247
shares of our common stock issued in connection with the
acquisition.
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 $657,000. 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
of
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:
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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;
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·
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purchases
by a broker or dealer as principal and resale by such broker
or dealer for
its own account pursuant to this prospectus;
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·
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secondary
distributions in accordance with Nasdaq rules;
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·
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ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; and
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·
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privately
negotiated transactions.
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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 ePairs, we entered into Stock Restriction Agreements with
each of Prakash Chembai, Ramasamy Seenivasan, Sathyanarayanna Bhasker
Lakshmikanth, Gopal
Lingam,
Kabilan Samasundaram, Kumaresh Subramanian, Mahesh Venkatachari, Sreenath
Mariappan Gopal, Dilip Trivedy, Amar Bhatia, Gopinath Prasad, Varun Nagpal,
Baldeep Jain, Daniel Varghese, Jonard Jimenea, Manivel Jagannathan, Pratham
Kailash,
Rajaram Loganathan, Santiago
Tranfo, Vijay Alan Sargunan, Sujiyit George and Sumeet Sharma (which we refer
to
as the Continuing Employee Selling Stockholders), which impose resale
restrictions on certain of the shares of our common stock held by such
selling
stockholders. Specifically, these agreements provide that
certain of
the shares of our common stock held
by each such selling stockholder may not be
sold until the earlier of
(a) the close of business on the ninth anniversary of the closing
date, November 21, 2007,
(b) the close of business on the last day of such selling
stockholder’s
employment with us if such employment
is terminated
by us without cause
or by
such selling stockholder with good
reason or (c) on the death or disability of such selling stockholder,
except as
follows:
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the
resale restrictions shall lapse on the date that this Registration
Statement on Form S-3 is declared effective by the SEC with respect
to up
to 46% of the Restricted Shares (as that term is defined in the
Stock
Restriction Agreement), which percentage is reduced based on
the amount of
Bonus Cash (as that term is defined in the ePairs Asset Purchase
Agreement) received by the selling stockholder, if any; and;
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if
such selling stockholder remains continuously employed by us
through
November 21, 2008, the resale restrictions shall lapse with respect
to 20%
of the Remaining Restricted Shares (as that term is defined in
the Stock
Restriction Agreement) held by such selling stockholder;
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if
such selling stockholder remains continuously employed by us
through
November 21, 2009, the resale restrictions shall lapse with respect
to an
additional 20% of the Remaining Restricted Shares held by such
selling
stockholder; and;
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if
such selling stockholder remains continuously employed by us
through
November 21, 2010, the resale restrictions shall lapse with respect
to the
remaining shares held by such selling stockholder.
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The
41,581 shares of our common stock
owned by ePairs, Inc. that are currently held in escrow by JPMorgan pursuant to
the
ePairs Escrow
Agreement may not be sold until,
at the earliest, November 21, 2008 when they are released from escrow, to
the
extent any such shares have not been used to satisfy indemnification obligations
under the ePairs 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, appearing in
Amendment No. 2 of the Company's Annual Report on Form 10-K/A for the year
ended December 31, 2006, are 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
website 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:
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Our
annual report on Form 10-K for the fiscal year ended December
31, 2006
filed on March 5, 2007, as amended by amendment No. 1 to our
annual report
on Form 10-K/A filed on March 7, 2007 and amendment No. 2 to
our annual
report on Form 10-K/A filed on August 14, 2007;
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Our
quarterly report on Form 10-Q for the quarter ended March 31,
2007 filed
on May 10, 2007, as amended by amendment No. 1 to our quarterly
report on
Form 10-Q/A filed on August 14, 2007, our quarterly report on
Form 10-Q
for the quarter ended June 30, 2007 filed on August 14, 2007,
and our
quarterly report on Form 10-Q for the quarter ended September
30, 2007
filed on November 8, 2007;
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Our
current reports on Form 8-K (excluding any portions thereof that
are
deemed to be furnished and not filed) filed on February 23, 2007,
March
22, 2007, April 25, 2007, June 28, 2007, August 14, 2007, September
21,
2007, November 9, 2007 and November 27, 2007; and
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The
description of our common stock contained in our Form 8-A filed
on July
22, 1999 (File No. 000-15169).
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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
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$
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76.48
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Printing
expenses
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1,000.00
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Accounting
fees and
expenses
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20,000.00
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Legal
fees and
expenses
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20,000.00
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Total
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$
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41,076.48
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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:
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For
any breach of the director’s duty of loyalty to the corporation or its
stockholders;
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For
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
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Under
Section 174 of the DGCL; or
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For
any transaction from which the director derived an improper personal
benefit.
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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
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Description
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2.1
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Asset
Purchase Agreement, dated as
of November 21, 2007, by and among Perficient, Inc., ePairs, Inc.,
the
Principal (as defined therein) and the Seller Shareholders (as
defined therein),
previously filed with the Securities and Exchange Commission as
an Exhibit
to our Current Report on Form 8-K filed November 27,
2007
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2.2
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Agreement
and Plan of Merger,
dated as of September 20, 2007, by and among Perficient, Inc.,
PFT MergeCo
IV, Inc., BoldTech
Systems, Inc., a Colorado corporation, BoldTech Systems, Inc.,
a Delaware
corporation, each of the Principals (as defined therein) and the
Representative (as defined therein), previously filed with the
Securities
and Exchange Commission as an Exhibit
to our Current Report on Form
8-K filed September 21, 2007
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2.3
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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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2.4
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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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2.5
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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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2.6
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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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2.7
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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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2.8
|
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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2.9
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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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2.10
|
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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2.11
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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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2.12
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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*
|
Opinion
of Vinson & Elkins
L.L.P.
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10.1*
|
Escrow
Agreement dated November
21, 2007 among Perficient, Inc., ePairs, Inc., 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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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 of1933, 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 of1933 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Austin, State of Texas, on January 25,
2008.
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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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KNOW
ALL MEN BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints John T.
McDonald and Paul E. Martin, and each of them (with full power to each of
them
to act alone), his or her
true and lawful attorney-in-fact and agent, with full power of substitution
and
resubstitution, for him or her and in his or her name, place and stead, in
any
and all capacities, to sign on his or her behalf individually and in each
capacity stated
below any and all amendments
(including post-effective amendments) to this Registration Statement, and
to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and
thing requisite and necessary to be done in and about the premises, as fully
to
all intents and purposes as he or she might or could do in
person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them,
or
their substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature
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Title
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Date
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Chief
Executive Officer and Chairman
of the
Board
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January
25,
2008
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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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January
25,
2008
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Paul
E.
Martin
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(Principal
Financial Officer)
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/s/
Richard T. Kalbfleish
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Vice
President
of Finance and
Administration
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January
25,
2008
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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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January
25,
2008
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Ralph
C.
Derrickson
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/s/
Max D. Hopper
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Director
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January
25, 2008
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Max
D.
Hopper
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Director
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January
25, 2008
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Kenneth
R. Johnsen
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Director
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January
25,
2008
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David
S.
Lundeen
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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 November 21, 2007, by and among Perficient, Inc., ePairs, Inc.,
the
Principal (as defined therein) and the Seller Shareholders (as
defined therein), previously
filed with the
Securities and Exchange Commission as an Exhibit to our Current
Report on
Form 8-K filed November 27, 2007
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2.2
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Agreement
and Plan of Merger,
dated as of September 20, 2007, by and among Perficient, Inc.,
PFT MergeCo
IV, Inc., BoldTech
Systems, Inc., a Colorado corporation, BoldTech Systems, Inc.,
a Delaware
corporation, each of the Principals (as defined therein) and the
Representative (as defined therein), previously filed with the
Securities
and Exchange Commission as an Exhibit to
our Current Report on Form 8-K
filed September 21, 2007
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2.3
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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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2.4
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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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2.5
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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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2.6
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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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2.7
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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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2.8
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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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2.9
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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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2.10
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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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2.11
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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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2.12
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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 November
21, 2007 among Perficient, Inc., ePairs, Inc., 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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