8-K
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): May 30, 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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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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The
following descriptions are qualified, in their entirety, by the terms of the
agreement described below.
Item 1.01.
Entry Into a Material Definitive Agreement.
On
May
30, 2006, Perficient, Inc. (the “Company”)
entered into an Agreement and Plan of Merger by and among the Company, PFT
MergeCo II, Inc., a Delaware corporation and wholly owned subsidiary of the
Company (the “Merger
Sub”),
Insolexen Corp., Inc., a Michigan corporation (“Insolexen”),
HSU
Investors, LLC, a Delaware limited liability company (the “Sole
Stockholder”),
and
Hari
Madamalla, Steve Haglund and Uday Yallapragada (each a “Principal”
and
collectively, the “Principals”),
and
Hari Madamalla (the “Representative”)
(the
“Merger
Agreement”)
pursuant to which Merger Sub merged with and into Insolexen (the “Merger”),
with
Insolexen 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 Insolexen with and
into
Perficient Insolexen, LLC, a Delaware limited liability company and wholly
owned
subsidiary of the Company.
Consummation
of the Merger is subject to various closing conditions, including, among others,
the requisite approval by the Sole Stockholder, the effectiveness of a
Non-Competition Agreement with the Sole Stockholder, and the effectiveness
of
Stock Restriction and Non-Compete Agreements with each Principal in connection
with the Merger Agreement, as well as other customary closing conditions. The
Non-Competition Agreements restrict the ability of the Sole Stockholder and
each
Principal, among other things, to provide competitive products or services
for a
period of five years in any geographic area where the Company or Insolexen
provide competitive products or services.
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
May
31, 2006, the transactions contemplated by the Merger Agreement were
consummated. The total consideration paid to the stockholders of Insolexen
in
connection with the Merger was approximately $13.4 million, which included
approximately $6.9 million in cash and approximately $6.5 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, on May 31,
2006, the Company issued 522,945 shares of the Company’s Common Stock (or
approximately $6.5 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 Sole Stockholder 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
May
31, 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
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No
Financial Statements relating to the Acquisition are required pursuant to Rule
3-05 of Regulation S-X.
(b) |
Pro
Forma Financial Information
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No
pro
forma financial information relating to the Acquisition are required pursuant
to
Article 11 of Regulation S-X.
Exhibit
No.
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Description
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Agreement
and Plan of Merger, dated as of May 31, 2006, by and among
Perficient, Inc., PFT MergeCo II, Inc., Insolexen, Corp., HSU Investors,
LLC, Hari Madamalla, Steve Haglund and Uday
Yallapragada*
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Perficient,
Inc. Press Release issued on May 31, 2006 regarding the acquisition
of Insolexen, Corp.
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* |
A
list of the Schedules to the Agreement and Plan of Merger is set
forth on
the last page of Exhibit 2.1. All Exhibits and Schedules have been
omitted
from the filed copy of this agreement, and the registrant will furnish
supplementally a copy of such Exhibits and Schedules to the Commission
upon request.
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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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Date:
June
5, 2006 |
By: |
/s/ MICHAEL
D. HILL |
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Name:
Michael D. Hill
Title:
Chief Financial Officer
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PERFICIENT,
INC.
EXHIBIT
INDEX
Exhibit
No.
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Description
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Agreement
and Plan of Merger, dated as of May 31, 2006, by and among
Perficient, Inc., PFT MergeCo II, Inc., Insolexen, Corp., HSU Investors,
LLC, Hari Madamalla, Steve Haglund and Uday
Yallapragada*
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Perficient,
Inc. Press Release issued on May 31, 2006 regarding the acquisition
of Insolexen, Corp.
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* |
A
list of the Schedules to the Agreement and Plan of Merger is set
forth on
the last page of Exhibit 2.1. All Exhibits and Schedules have been
omitted
from the filed copy of this agreement, and the registrant will furnish
supplementally a copy of such Exhibits and Schedules to the Commission
upon request.
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