consentbankwaiver.htm
United
States
Securities
and Exchange Commission
Washington,
DC 20549
Form
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event
reported) March 7, 2008
PERFICIENT,
INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
001-15169
|
74-2853258
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
1120
South Capital of Texas Highway, Suite 220, Building 3, Austin,
Texas
|
78746
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code (512)
531-6000
Not
Applicable
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry
into a Material Definitive Agreement.
On March
7, 2008, Perficient, Inc. (the “Company”) and
certain of its subsidiaries (collectively with the Company, the “Borrowers”) entered
into a Consent to Amended and Restated Loan and Security Agreement (the “Consent”) by and
between the Borrowers, Silicon Valley Bank, in its capacity as Agent and as a
lender (“SVB”),
and KeyBank National Association (together with SVB, the “Lenders”). Borrowers
and Lenders are party to that certain Amended and Restated Loan and Security
Agreement dated as of June 3, 2005, as amended by that certain Amendment to
Amended and Restated Loan and Security Agreement by and between Lenders and
Borrowers dated as of June 29, 2006 (as amended, the “Loan
Agreement”). Under the terms of the Consent, the Lenders have
consented to the implementation by the Company, if and when adopted by the
Company’s Board of Directors, of a program to repurchase from time to time, in
one or more transactions, an aggregate of up to $10,000,000 of outstanding
shares of common stock, par value $0.001 per share, of Company pursuant to
open-market purchases no later than September 30, 2009, which without such
consent would be prohibited by the terms of the Loan Agreement. The
Company remains subject, notwithstanding the Consent, to all of the covenants,
financial or otherwise, and the other terms and conditions contained in the Loan
Agreement. The foregoing description of the Consent does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Consent, a copy of which is filed as Exhibit 10.1 hereto and is incorporated
herein by reference.
Item 9.01
Financial Statements and Exhibits.
Exhibit
No.
|
|
Description
|
10.1
|
|
Consent
to Amended and Restated Loan and Security Agreement by and between Silicon
Valley Bank, KeyBank National Association, and Perficient, Inc, Perficient
Canada Corp., Perficient iPath, Inc., Perficient Vivare, Inc., Perficient
Bay Street, LLC and Perficient Insolexen, LLC
|
|
|
|
|
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
March 11, 2008
|
|
PERFICIENT,
INC.
|
|
|
|
|
|
|
|
By:
|
/s/
Paul E. Martin |
|
|
|
Paul
E. Martin
|
|
|
|
Chief
Financial Officer
|
EXHIBIT
INDEX
Exhibit
No.
|
|
Description
|
10.1
|
|
Consent
to Amended and Restated Loan and Security Agreement by and between Silicon
Valley Bank, KeyBank National Association, and Perficient, Inc, Perficient
Canada Corp., Perficient iPath, Inc., Perficient Vivare, Inc., Perficient
Bay Street, LLC and Perficient Insolexen, LLC
|
|
|
|