Delaware
(State
or other jurisdiction of
incorporation
or organization)
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74-2853258
(I.R.S.
Employer
Identification
No.)
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|
1120
South Capital of Texas Highway
Building
3, Suite 220
Austin,
Texas 78746
(Address
of principal executive offices, including zip
code)
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Large
accelerated filero
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Accelerated
filer þ
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Non-accelerated
filero
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Smaller
reporting companyo
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Title
of securities
to
be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering
price
per share (2)
|
Proposed
maximum
aggregate
offering
price (2)
|
Amount
of
registration
fee
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Common
Stock, $0.001 par
value
per share
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2,000,000
shares (3)
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$7.08
|
$14,160,000
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$790.13
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(1)
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Pursuant
to Rules 416(a) and (c) under the Securities Act of 1933, as amended (the
“Securities Act”), this registration statement on Form S-8 (this
“Registration Statement”) also covers such additional shares of
common stock, $0.001 par value per share (the “Common Stock”), of
Perficient, Inc. (the “Registrant”) as may become issuable pursuant
to the anti-dilution provisions of the employee benefit plans as well as
an indeterminate number of plan participation interests to be offered or
sold pursuant to the employee benefit plans. In accordance with
Rule 457(h)(2) under the Securities Act, no separate fee calculation is
required for such interests.
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(2)
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Estimated
solely for the purpose of calculating the amount of the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act. The
maximum offering price per unit and the maximum aggregate offering price
is based on the average of the high and low sales price of the Common
Stock of the Registrant on the Nasdaq Global Select Market on July 1,
2009.
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(3)
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Of
the shares being registered hereunder, 1,500,000 shares relate to shares
issuable pursuant to the Perficient, Inc. 2009 Long-Term Incentive
Plan. The remaining 500,000 shares relate to shares issuable
pursuant to the Perficient, Inc. 401(k) Employee Savings
Plan.
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·
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The
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2008;
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·
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The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2009;
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·
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The
Registrant’s Current Reports on Form 8-K filed on January 6, 2009, March
6, 2009, March 12, 2009, March 24, 2009, May 7, 2009, and June 4, 2009
(specifically excluding the information furnished under Items 2.02 and
7.01 and any exhibits furnished thereto);
and
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|
·
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The
description of the Registrant’s Common Stock contained in its Registration
Statement on Form 8-A filed with the Commission on July 22, 1999,
including any subsequent amendment or any report filed for the purpose of
updating such description.
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·
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For
any breach of the director’s duty of loyalty to the corporation or its
stockholders;
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·
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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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·
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Under
Section 174 of the DGCL; or
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·
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For
any transaction from which the director derived an improper personal
benefit.
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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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Signature
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Title
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Date
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/s/
John T. McDonald
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Chief
Executive Officer and Chairman of the Board
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July
7, 2009
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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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July
7, 2009
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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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July
7, 2009
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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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July
7, 2009
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Ralph
C. Derrickson
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Director
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/s/
John S. Hamlin
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July
7, 2009
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John
S. Hamlin
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Director
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/s/
Max D. Hopper
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July
7, 2009
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Max
D. Hopper
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Director
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/s/
David S. Lundeen
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July
7, 2009
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David
S. Lundeen
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Director
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/s/
David D. May
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July
7, 2009
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David
D. May
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Director
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Exhibit
Number
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Description
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4.1
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Specimen
Certificate representing the Common Stock, previously filed with the
Commission as Exhibit 4.1 to the Registrant’s Form 10-Q (File No.
001-15169) for the quarter ended March 31, 2009, and incorporated herein
by reference
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4.2
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Certificate
of Incorporation of Perficient, Inc., previously filed with the Commission
as Exhibit 3.1 to the Registrant’s Form SB-2 (File No. 333-78337) declared
effective on July 28, 1999 by the Commission, and incorporated herein by
reference
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4.3
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Certificate
of Amendment to Certificate of Incorporation of Perficient, Inc.,
previously filed with the Commission as Exhibit 3.2 to the Registrant’s
Form 8-A (File No. 000-51167) filed with the Commission pursuant to
Section 12(g) of the Exchange Act on February 15, 2005, and incorporated
herein by reference
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4.4
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Certificate
of Amendment to Certificate of Incorporation of Perficient, Inc.,
previously filed with the Commission as Exhibit 4.4 to the Registrant’s
Registration Statement on Form S-8 (File No. 333-130624) filed on December
22, 2005, and incorporated herein by reference
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4.5
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Bylaws
of Perficient, Inc., as amended, previously filed with the Commission as
Exhibit 3.1 of Registrant’s Form 8-K (File No. 001-15169) filed November
9, 2007, and incorporated herein by reference
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4.6
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Flexible
Nonstandardized Safe Harbor 401(k) Profit Sharing Plan Adoption Agreement,
previously filed with the Commission as Exhibit 4.4 to the Registrant’s
Form S-8 (File No. 333-44854) declared effective on August 30, 2000, by
the Commission, and incorporated herein by reference
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4.7
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Qualified
Retirement Plan – Basic Plan Document, previously filed with the
Commission as Exhibit 4.5 to the Registrant’s Form S-8 (File No.
333-44854) declared effective on August 30, 2000 by the Commission, and
incorporated herein by reference
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4.8
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Perficient,
Inc. 2009 Long-Term Incentive Plan, previously filed with the Commission
as Definitive Additional Materials on Schedule 14A (File No. 001-15169)
filed on April 14, 2009, and incorporated herein by
reference
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5.1*
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Opinion
of Thompson Coburn LLP
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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 KPMG LLP
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23.3*
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Consent
of Thompson Coburn LLP (included in the opinion as Exhibit 5.1
hereto)
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24.1*
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Powers
of Attorney (included in the signature page hereto)
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*
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filed
herewith
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