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): September 2, 2005
PERFICIENT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-15169
(Commission
File Number)
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74-2853258
(IRS Employer
Identification No.) |
1120 South Capital of Texas Highway, Suite 220, Building 3
Austin, Texas 78746
(Address of principal executive offices including zip code)
Registrant’s telephone number, including area code:
(512) 531-6000
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Items 1.01 and 2.01 Entry into a Material Definitive Agreement and Completion of Acquisition or Disposition of Assets.
On September 2, 2005, Perficient,
Inc. (“Perficient”), Perficient Vivare, Inc., a Delaware
corporation and a wholly-owned subsidiary of Perficient (the “Acquisition Sub”), Vivare, LP
(“Vivare”), a Texas limited partnership, and the other signatories thereto, entered into an Asset Purchase Agreement (the
“Purchase Agreement”) pursuant to which Acquisition Sub acquired substantially all of the assets
and assumed certain liabilities of Vivare (the “Acquisition”). The Acquisition closed on September
2, 2005. The total consideration paid in the Acquisition is $9.2 million excluding transaction
costs, which amount includes approximately $4.9 million in cash and up to $4.3 million worth of
Perficient’s common stock, based on the average closing price of Perficient’s common stock for the
three trading days immediately preceding the acquisition, which amount remains subject to certain
post-closing adjustments.
The assets acquired in the Acquisition include accounts receivable, personal property, the
rights and benefits under certain contracts and intangible assets relating to the business of
Vivare. Prior to the acquisition, the assets of Vivare were used to provide information technology
consulting services to its customers. Perficient intends to continue such uses for the assets of
Vivare.
The foregoing summary does not purport to be complete and is qualified in its entirety by
reference to the full text of the Asset Purchase Agreement, a copy of which is included herein as
Exhibit 2.1.
The press release announcing the acquisition is included herein as Exhibit 99.1 to this Form
8-K.
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
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| EXHIBIT NO. |
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DESCRIPTION |
Exhibit 2.1
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Asset Purchase Agreement, dated as of September 2, 2005, by and among
Perficient, Inc., Perficient Vivare, Inc., Vivare, LP and the other signatories
thereto. |
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Exhibit 99.1
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Perficient, Inc. Press Release issued on September 6, 2005 regarding the
acquisition of Vivare LP. |