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): July 20, 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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(512)
531-6000
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Registrant’s
telephone number, including area code:
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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):
£
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
£
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.
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Asset
Purchase Agreement
On
July
20, 2006, Perficient, Inc. (the “Company”)
entered into an Asset Purchase Agreement (the “Purchase
Agreement”)
by and
among the Company, Perficient DCSS, Inc., a Delaware corporation and wholly
owned subsidiary of the Company (the “Buyer”),
and
Digital Consulting & Software Services, Inc., a Texas corporation
(“DCSS”),
pursuant to which Buyer purchased substantially all of DCSS’s assets and
properties used or held for use in connection with DCSS’s Energy, Government and
General Business unit (the “EGG
Division”)
and
assumed certain liabilities of DCSS (the “Acquisition”).
The
Acquisition closed on July 21, 2006. The consideration paid by the Company
and
Buyer to DCSS in the transaction is approximately $12.9 million, and includes
$6.4 million in cash and 511,381 shares of the Company’s common stock worth
$6.5 million (based
on
the average closing price of the Company’s common stock on the Nasdaq Global
Select Market for the thirty trading days immediately preceding the closing
date
of the Acquisition;
GAAP
accounting will require using the closing price of the Company’s common stock at
or near the closing date of the Acquisition in reporting the value of the
stock
consideration paid in the Acquisition).
The
Purchase Agreement contains other customary terms and provisions. The assets
acquired in the Acquisition include accounts receivable, personal property,
the
rights and benefits under certain contracts and intangible assets relating
to
the EGG Division. Prior to the Acquisition, the assets of the EGG Division
were
used by DCSS to provide information technology consulting and staffing solutions
to the EGG Division’s customers. The Company intends to continue such uses for
the assets acquired in the Acquisition.
The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Purchase Agreement, a copy
of
which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
Offer
Letter
The
information included in Item 5.02 of this Current Report on Form 8-K regarding
the offer letter is incorporated by reference into this Item 1.01.
Item
2.01 |
Completion
of Acquisition or Disposition of
Assets.
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The
information set forth in Item 1.01 of this Current Report on Form 8-K
regarding the Purchase Agreement and the Acquisition is incorporated by
reference into this Item 2.01.
Item
3.02 |
Unregistered
Sales of Equity
Securities.
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As
described under Item 1.01 of this Current Report on Form 8-K, on July 21,
2006, the Company issued 511,381 shares of the Company’s common stock (or
$6.5 million based on the average closing price of the Company’s common
stock on the Nasdaq Global Select Market for the thirty trading days immediately
preceding the closing date of the Acquisition) to DCSS as part of the total
consideration for the Acquisition. The shares were issued in reliance on
an
exemption from the registration requirements of the Securities Act of 1933,
as
amended (the “Securities
Act”),
provided by Section 4(2) of the Securities Act and/or Regulation D
promulgated thereunder.
Item
5.02 |
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
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On
July
19, 2006, the Company’s Board of Directors (the “Board”)
appointed Mr. Paul E. Martin to the position of Chief Financial Officer
effective as of August 21, 2006. The Company’s current Chief Financial Officer,
Mr. Michael D. Hill, will remain with the Company as Vice-President, Strategic
Finance.
On
July
20, 2006, the Company entered into an offer letter with Mr. Martin pursuant
to
which Mr. Martin will become the Company’s Chief Financial Officer on August 21,
2006. The offer letter provides for the following compensation:
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an
annual salary of $215,000;
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a
restricted stock grant of 50,000 shares of the Company’s common stock,
vesting over five years, subject to approval by the
Board;
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an
annual performance bonus equal to 40% of Mr. Martin’s base salary in the
event the Company achieves certain performance targets approved
by the
Chief Executive Officer;
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severance
benefits equal to six month’s annual salary if Mr. Martin is terminated
without cause or resigns with good reason after 270 days of service
with
the Company, with such benefits increasing to one-year’s annual salary
after 450 days of service; and
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severance
benefits if Mr. Martin is terminated without cause within the first
year
after a change of control equal to (i) six month’s annual salary if the
change of control occurs within the first 270 days of Mr. Martin’s service
with the Company or (ii) one year’s annual salary if the change of control
occurs thereafter.
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Mr.
Martin’s compensation is subject to review and adjustment on an annual basis in
accordance with the Company’s compensation policies as in effect from time to
time.
Mr.
Martin, 45, most recently served as Senior Vice President, Principal Accounting
Officer and Corporate Controller of Charter Communications, Inc. (“Charter”),
a
broadband communications company and cable operator, through April 2006.
Mr.
Martin had been employed by Charter since March 2000, serving in various
capacities, including Vice President and Corporate Controller, Senior Vice
President, Principal Accounting Officer and Corporate Controller, Interim
co-Chief Financial Officer and Interim Chief Financial Officer. Prior to
joining
Charter in March 2000, Mr. Martin was Vice President and Controller for
Operations and Logistics for Fort James Corporation, a manufacturer of paper
products. From 1995 to February 1999, Mr. Martin was Chief Financial Officer
of
Rawlings Sporting Goods Company, Inc. Mr. Martin received a B.S. degree with
honors in Accounting from the University of Missouri — St. Louis.
A
copy of
the offer letter is filed as Exhibit 10.1 to this Current Report on Form
8-K,
the full terms of which are incorporated by reference herein.
Item
7.01 |
Regulation
FD Disclosure.
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On
July
21, 2006 the Company issued a press release announcing the Acquisition. 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.
On
July
24, 2006 the Company issued a press release announcing the naming of Mr.
Martin as Chief Financial Officer. The press release is furnished as
Exhibit 99.2 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 and the attached Exhibits 99.1 and 99.2 are deemed
to be furnished and shall not be deemed to be "filed" for purposes of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”),
nor
shall such information and Exhibits be deemed incorporated by reference in
any
filing under the Securities Act 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.
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(a) |
Financial
statements of businesses
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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2.1
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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.
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10.1
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—
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Offer
Letter, dated July 20, 2006, by and between Perficient, Inc. and
Mr. Paul
E. Martin.
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99.1
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Press
Release dated July 21, 2006.
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99.2
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Press
Release dated July 24, 2006.
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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.
Dated: July 26, 2006 |
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PERFICIENT, INC. |
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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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Asset
Purchase Agreement, dated as of July 20, 2006, by and among Perficient,
Inc., Perficient DCSS, Inc. and Digital Consulting & Software
Services, Inc.
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10.1
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Offer
Letter, dated July 20, 2006, by and between Perficient, Inc. and
Mr. Paul
E. Martin.
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99.1
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Press
Release dated July 21, 2006.
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99.2
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Press
Release dated July 24, 2006.
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