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):
May 1, 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 340
Austin, Texas 78731
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (512) 531-6000
Not Applicable
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(Former Name and Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 1, 2000, we consummated the acquisition by way of merger of
Compete, Inc., a Delaware corporation, with and into our wholly-owned
subsidiary, Perficient Compete, Inc., a Delaware corporation. Perficient
Compete, Inc. is the surviving corporation to the merger and will continue
under the name, "Perficient Compete, Inc."
We acquired Compete for an aggregate purchase price of (i)
$3,500,000 in cash, (ii) $2,527,500 in promissory notes to be repaid within
six months following the closing, and (iii) 2,200,000 shares of common stock,
of which 1,100,000 shares are subject to adjustment or forfeiture and which
will be held in escrow for disposition by the escrow agent in accordance with
an Escrow Agreement dated as of May 1, 2000. A copy of the Agreement and Plan
of Merger dated as of February 16, 2000 by and among Perficient, Inc.,
Perficient Compete, Inc., Compete, Inc. and the shareholders of Compete,
Inc., was previously filed with the Securities and Exchange Commission on
March 16, 2000 as an Appendix to our Preliminary Proxy Statement and is
incorporated herein by reference as Exhibit 10.15. We utilized proceeds from
our private placement of common stock to fund the cash portion of the
purchase price.
In connection with the acquisition of Compete, we also entered into
a Registration Rights Agreement with the shareholders pursuant to which we
agreed to file a registration statement by May 1, 2001 to cover the Common
Stock issued in the acquisition. A copy of the Form of Registration Rights
Agreement is attached hereto as Exhibit 10.20.
Prior to the acquisition, Compete provided internet consulting
services to its customers. We intend to continue such business of Compete.
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, a copy of which was previously filed with the Securities and
Exchange Commission and incorporated herein by reference as Exhibit 10.15.
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.
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(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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10.15* Agreement and Plan of Merger, dated as of
February 16, 2000, by and among the Registrant,
Perficient Compete, Inc. and the Shareholders
of Compete Inc.
10.20 Form of Registration Rights Agreement between
the Registrant and certain stockholders.
*Previously filed with the Securities and Exchange Commission as an
Appendix to the Company's Preliminary Proxy Statement filed on March 16, 2000
and incorporated herein by reference.
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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: May 15, 2000 By: /s/ John A. Hinners
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Name: John A. Hinners
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.15* Agreement and Plan of Merger, dated as of February
16, 2000, by and among the Registrant, Perficient
Compete, Inc. and the Shareholders of Compete Inc.
10.20 Form of Registration Rights Agreement between the
Registrant and certain stockholders.
*Previously filed with the Securities and Exchange Commission as an
Appendix to the Company's Preliminary Proxy Statement filed on March 16, 2000
and incorporated herein by reference.
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