SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
January 3, 2000
PERFICIENT, INC.
(Exact name of Registrant as specified in Charter)
Delaware 001-15169 74-2853258
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(State or other Juris- (Commission (IRS Employer
diction of Incorporation) File Number) Identification No.)
7600-B North Capital of Texas Highway
Suite 220
Austin, Texas 78731
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (512) 306-7337
Not Applicable
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(Former Name and Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 3, 2000, we consummated the acquisition by way of merger of
LoreData, Inc., a Connecticut corporation, with and into our wholly-owned
subsidiary, Perficient Acquisition Corp., a Delaware corporation. Perficient
Acquisition Corp. is the surviving corporation to the merger and will continue
under the name, "Perficient LoreData, Inc."
We acquired LoreData for an aggregate purchase price of $2,460,000,
subject to certain post-closing adjustments. The purchase price of $2,460,000
consists of (i) $385,000 in cash that was paid at closing, (ii) 30,005 shares of
our common stock, par value $0.001 per share, also paid at closing, and (iii)
131,709 shares of common stock that are being held in escrow for disposition by
the escrow agent in accordance with an Escrow Agreement dated as of January 3,
2000. The shares of common stock issued in connection with the merger had a
value of $12.83 per share, which was the average closing price of the common
stock for the ten consecutive trading days prior to the public announcement of
the transaction on December 13, 1999. A copy of each of the Agreement and Plan
of Merger dated as of December 10, 1999 by and among Perficient, Inc.,
Perficient Acquisition Corp., LoreData, Inc. and John Gillespie, and the
Amendment to Agreement and Plan of Merger dated as of January 3, 2000 are
incorporated herein by reference as Exhibits 10.13 and 10.14, respectively. We
utilized proceeds from our initial public offering of common stock to fund the
cash portion of the purchase price.
In connection with the acquisition of LoreData, we also entered into a
Registration Rights Agreement with John Gillespie pursuant to which we agreed to
file a registration statement by August 3, 2000 to register 20% of our common
stock issued in the acquisition.
Prior to the acquisition, the assets of LoreData were used to provide
internet consulting services to its customers. We intend to continue such uses
for the assets of LoreData.
The foregoing summary does not purport to be complete and is qualified
in its entirety by reference to the full text of the Agreement and Plan of
Merger and the Amendment to Agreement and Plan of Merger, copies of which are
attached hereto as Exhibits 10.13 and 10.14, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The historical financial statements of the business acquired
are not included in this report and will be filed by amendment as soon as
practicable, but not later than 60 days after this report is required to be
filed.
(b) PRO FORMA FINANCIAL INFORMATION.
The PRO FORMA financial information for the Company after
giving effect to the acquisition is not included in this report and will be
filed by amendment as soon as practicable, but not later than 60 days after this
report is required to be filed.
(c) EXHIBITS.
Exhibit No. Description
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10.13 Agreement and Plan of Merger dated as of December 10,
1999 by and among Perficient, Inc., Perficient
Acquisition Corp., LoreData, Inc. and John Gillespie
10.14 Amendment to Agreement and Plan of Merger dated as of
January 3, 2000 by and among Perficient, Inc.,
Perficient Acquisition Corp., LoreData, Inc. and John
Gillespie
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PERFICIENT, INC.
Dated: January 14, 2000 By: /s/ John A. Hinners
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Name: John A. Hinners
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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10.13 Agreement and Plan of Merger dated as of December 10,
1999 by and among Perficient, Inc., Perficient
Acquisition Corp., LoreData, Inc. and John Gillespie
10.14 Amendment to Agreement and Plan of Merger dated as of
January 3, 2000 by and among Perficient, Inc.,
Perficient Acquisition Corp., LoreData, Inc. and John
Gillespie