UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): April 6, 2006
PERFICIENT,
INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-15169
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74-2853258
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1120
S. Capital of Texas Highway, Suite 220, Bldg. 3
Austin,
Texas 78746
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(Address
of principal executive offices including zip
code)
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Registrant’s
telephone number, including area code:
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(512)
531-6000
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
£
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item 1.01 Entry
Into a Material Definitive Agreement.
On
April 6, 2006, Perficient, Inc. (the “Company”)
entered into an Agreement and Plan of Merger by and between the Company,
PFT
MergeCo, Inc., a California corporation and wholly owned subsidiary of the
Company (“Merger
Sub”),
Bay
Street Solutions, Inc., a California corporation (“Bay
Street”)
and
the other signatories thereto (the “Merger
Agreement”)
pursuant to which Merger Sub merged with and into Bay Street (the “Merger”),
with
Bay Street surviving the Merger as a wholly owned subsidiary of the Company.
A
copy of the Merger Agreement is filed as Exhibit 2.1 to this Current Report
on Form 8-K. The descriptions of the Merger Agreement included in this
Current Report on Form 8-K are qualified, in their entirety, by the terms
of the
Merger Agreement.
Immediately
following the Merger, the Company effected the merger of Bay Street with
and
into Perficient Bay Street, LLC, a Delaware limited liability company and
wholly
owned subsidiary of the Company.
The
information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01.
Item 2.01 Completion
of Acquisition or Disposition of Assets.
On
April 7, 2006, the Company consummated the Merger with Bay
Street contemplated by the Merger Agreement referenced above. The
total consideration paid to the stockholders of Bay Street in connection
with
the Merger was approximately $9.3 million, which included approximately
$4.1 million in cash and approximately $5.2 million worth of the
Company’s common stock as calculated on the average closing price of the
Company’s common stock for the thirty trading days immediately preceding the
closing date of the Merger. The total consideration paid excludes transaction
costs and is subject to certain post-closing adjustments.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.01.
Item 3.02 Unregistered
Sales of Equity Securities.
As
described under Item 2.01 of this Current Report on Form 8-K, the Company
issued 464,562 shares of the Company’s Common Stock (or approximately
$5.2 million based on the average closing price of the Company’ common
stock for the thirty trading days immediately preceding the closing date
of the
Merger) to the stockholders of Bay Street as part of the total consideration
for
the Merger. The shares were issued in reliance on an exemption from the
registration requirements of the Securities Act of 1933 (the “Securities
Act”)
provided by Section 4(2) of the Securities Act and/or Regulation D
promulgated thereunder.
Item 7.01
Regulation FD Disclosure.
On
April 7, 2006 the Company issued a press release announcing the
signing of the Merger Agreement. The press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by
reference into this Item 7.01.
In
accordance with General Instruction B.2 of Form 8-K, the foregoing information
in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section, nor shall such information
and Exhibit be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as shall be expressly
set
forth by specific reference in such a filing.
Item 9.01
Financial Statements and Exhibits.
(a) Financial
Statements of Business Acquired
No
Financial Statements relating to the Acquisition are required pursuant to
Rule
3-05 of Regulation S-X.
(b) Pro
Forma
Financial Information
No
pro
forma financial information relating to the Acquisition are required pursuant
to
Article 11 of Regulation S-X.
(c)
Exhibits
Exhibit
No.
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Description
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2.1
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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.
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99.1
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Perficient,
Inc. Press Release issued on April 7, 2006 regarding the
acquisition of Bay Street Solutions,
Inc.
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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.
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PERFICIENT,
INC. |
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Dated
April 12, 2006 |
By: |
/s/ Michael
D. Hill |
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Michael
D. Hill |
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Chief
Financial Officer |
PERFICIENT,
INC.
EXHIBIT
INDEX
Exhibit
No.
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Description
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2.1
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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.
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99.1
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Perficient,
Inc. Press Release issued on April 7, 2006 regarding the
acquisition of Bay Street Solutions,
Inc.
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