<PAGE>
As filed with the Securities and Exchange Commission on July 31, 2000
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
-----------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
PERFICIENT, INC.
(Name of small business issuer in its charter)
<TABLE>
<S> <C> <C>
Delaware 7371 74-2853258
--------------------------------- ---------------------------- ----------------------
(State of other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
7600-B NORTH CAPITAL OF TEXAS HIGHWAY, SUITE 340
AUSTIN, TEXAS 78731
(512) 531-6000
(Address and telephone number of principal executive offices and
principal place of business)
JOHN T. MCDONALD
CHIEF EXECUTIVE OFFICER
PERFICIENT, INC.
7600-B NORTH CAPITAL OF TEXAS HIGHWAY, SUITE 340
AUSTIN, TEXAS 78731
(512) 531-6000
(Name, address and telephone number of agent for service)
-----------------------------
COPIES OF COMMUNICATIONS TO:
Jeffrey A. Baumel, Esq.
Gibbons, Del Deo, Dolan, Griffinger & Vecchione
One Riverfront Plaza
Newark, New Jersey 07102
(201) 596-4500
----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF
THE SECURITIES TO THE PUBLIC:
As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
<PAGE>
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================
Proposed Proposed
Title of Maximum Maximum
Shares Amount Offering Aggregate Amount of
to be To be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee(2)
---------- ------------ ------------ -------- ------------
<S> <C> <C> <C> <C>
Common Stock 169,901 Shares(3) $10.00 $1,699,010 $448.54
($.001 Par Value)
</TABLE>
(1) All of the shares of our common stock being registered hereby are
being offered for the account of selling stockholders who acquired such shares
from our company in private transactions. No other shares of our common stock
are being registered pursuant to this offering.
(2) Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(c) of the Securities Act of 1933, as amended, (the
"Act"), the registration fee for the common stock has been calculated based
upon a price of $10.00 per share, the last sale price as reported in the
Nasdaq SmallCap Market for our common stock on July 27, 2000.
(3) Includes 125,000 shares issuable upon exercise of five year common
stock purchase warrants. Pursuant to Rule 416 of the Act, there are also being
registered hereunder such additional shares as may be issued to the selling
stockholders because of future stock dividends, stock distributions, stock
splits or similar capital requirements.
---------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
<PAGE>
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION
DATED JULY 31, 2000
PERFICIENT, INC.
169,901 SHARES OF COMMON STOCK
Certain of our stockholders (the "Selling Stockholders") wish to sell
shares of our common stock, $.001 par value, under this prospectus. See
"Selling Stockholders and Plan of Distribution." Our common stock is listed on
the Nasdaq SmallCap Market System under the symbol "PRFT" and on the Boston
Stock Exchange under the symbol "PRF". On July 27, 2000, the last reported
sale price of our common stock on the Nasdaq SmallCap Market was $10.00 per
share.
Our common stock being offered through this prospectus may be offered
from time to time by the Selling Stockholders through ordinary brokerage
transactions in the over-the-counter markets, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at negotiated
prices. We will not receive any of the proceeds from the sale of our common
stock by the selling stockholders. See "Selling Stockholders and Plan of
Distribution."
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. PLEASE READ THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 5 TO READ ABOUT CERTAIN RISKS THAT YOU
SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING
AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
THE DATE OF THIS PROSPECTUS IS __________, 2000
<PAGE>
SUMMARY
YOU SHOULD READ THIS SUMMARY TOGETHER WITH THE MORE DETAILED
INFORMATION, INCLUDING OUR FINANCIAL STATEMENTS AND RELATED NOTES, APPEARING
ELSEWHERE IN THIS PROSPECTUS. IN THIS PROSPECTUS, "WE", "US", AND "OUR" REFER
TO PERFICIENT, INC. AND ITS SUBSIDIARIES UNLESS THE CONTEXT REQUIRES OTHERWISE.
PERFICIENT
We provide virtual professional services organizations to Internet
software companies.
RECENT DEVELOPMENTS
ACQUISITION OF LOREDATA, INC. 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. was the surviving
corporation to the merger and initially operated under the name, "Perficient
LoreData, Inc." Perficient LoreData, Inc. was subsequently merged with and
into Perficient, Inc. effective June 5, 2000. LoreData, Inc. was a 17 person
Internet professional services firm based in New London, Connecticut. We
acquired LoreData for an aggregate purchase price of (i) $385,000 in cash that
was paid at closing, (ii) 30,005 shares of our common stock, par value $.001
per share, also paid at closing, and (iii) 131,709 shares of Perficient 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. We utilized
proceeds from our initial public offering of common stock to fund the cash
portion of the purchase price of LoreData. Perficient LoreData, Inc. has been
merged with and into Perficient, Inc. effective as of June 5, 2000.
PRIVATE PLACEMENT. On February 7, 2000, we completed an $8.1 million
private placement of common stock. We intend to use the proceeds from the
private placement to further accelerate our previously announced acquisition
program, including the cash portion of the purchase price for Compete Inc. and
for other corporate purposes. A total of 400,000 shares of common stock were
issued and sold by us, resulting in gross proceeds to us of $5.6 million. John
T. McDonald, an officer and director of our company, Bryan R. Menell, an
officer of our company, and David S. Lundeen, a director of our company, sold
the remaining 180,000 shares of common stock in the private placement. The
private placement was priced at $14 per share. Gilford Securities Incorporated
acted as placement agent in connection with the private placement. Pursuant to
Registration Right Agreements with each of the purchasers, a registration
statement covering the shares of common stock sold in the private placement
was filed with Securities and Exchange Commission (the "Commission") and
declared effective by the Commission as of July 6, 2000.
1
<PAGE>
ACQUISITION OF COMPETE INC. On May 1, 2000, we consummated the
acquisition by way of merger of Compete Inc. ("Compete"), an Illinois
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 continues its existence under that name. Compete
is an internet consulting firm that employs over fifty professionals from four
locations in the United States and abroad.
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) approximately 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 executed at closing. In addition, options to purchase
up to 439,915 shares of Compete common stock were converted into options to
purchase up to 393,670 shares of common stock of Perficient.
THE OFFERING
Shares of common stock offered 169,901
Use of Proceeds We will not be receiving any
proceeds from this offering.
Certain selling stockholders may
wish to offer to sell shares of
our common stock that they
acquired from our company and
certain stockholders in a
private placement of shares of
our common stock.
Nasdaq SmallCap Market Symbol "PRFT"
Boston Stock Exchange Symbol "PRF"
2
<PAGE>
SUMMARY FINANCIAL INFORMATION
The following table summarizes the financial data for our business:
<TABLE>
<CAPTION>
Year Ended December 31, Three Months Ended March 31,
----------------------------------------- -----------------------------------------
1998 1999 1999 2000
------------------ ------------------- ------------------- -------------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Consulting revenues $825,800 $3,154,936 $266,275 $1,820,689
Cost of consulting revenues 400,977 1,541,389 153,082 937,829
------------------ ------------------- ------------------- -------------------
Gross margin 424,823 1,613,547 113,193 882,860
Selling, general and administrative 356,863 2,070,042 137,860 1,358,569
Stock compensation 0 956,000 899,000 19,000
Intangibles amortization 0 0 0 194,362
Interest expense (income) 151 13,380 0 (110,222)
------------------ ------------------- ------------------- -------------------
Income (loss) from operations 67,809 (1,425,875) (923,667) (578,849)
------------------ ------------------- ------------------- -------------------
Income tax benefit (expense) (27,581) 20,912 4,335 0
================== =================== =================== ===================
Net income (loss) $40,228 ($1,404,963) ($919,332) ($578,849)
================== =================== =================== ===================
Net loss per share:
Basic and diluted $0.02 $(0.47) $(0.37) $(0.15)
================== =================== =================== ===================
Shares used in computing basic
net income (loss) per share 1,750,000 3,000,556 2,500,000 3,931,714
================== =================== =================== ===================
Shares used in computing diluted 1,874,000 - - -
net income (loss) per share
================== =================== =================== ===================
</TABLE>
The following table summarizes our balance sheet at December 31, 1999
and at March 31, 2000:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------ ---------
1999 2000
---- ----
<S> <C> <C>
BALANCE SHEET DATA:
Working capital.................................... $6,171,264 $10,397,097
Total assets....................................... 6,616,417 13,887,729
Total liabilities.................................. 364,326 867,669
Total stockholders' equity......................... 6,252,091 $13,020,060
-----------
</TABLE>
3
<PAGE>
OUR OFFICES
Our principal executive offices are located at 7600-B North Capital of
Texas Highway, Suite 340, Austin, Texas 78731, and our telephone number is
(512) 531-6000. Our Internet address is WWW.PERFICIENT.COM. THE INFORMATION ON
OUR WEB SITE IS NOT INCORPORATED BY REFERENCE INTO, AND DOES NOT CONSTITUTE
PART OF, THIS PROSPECTUS.
TRADEMARKS
The name "Perficient" and the Perficient logo are our trademarks. All
other trademarks, trade names or service marks appearing in this prospectus
belong to other companies.
4
<PAGE>
RISK FACTORS
An investment in shares of our common stock involves a high degree of
risk and should not be made by persons who cannot afford the loss of their
entire investment. Prospective investors, prior to making an investment
decision, should consider carefully, in addition to the other information
contained in this Prospectus and the documents and filings incorporated by
reference into this Prospectus (including financial statements and notes
thereto), the following factors. This Prospectus contains, in addition to
historical information, forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed below, as well as those discussed elsewhere in this Prospectus.
In addition to considering risks that are inherent to our business,
prospective investors should also consider carefully additional risks that are
associated with our acquisition by way of merger of Compete Inc. ("Compete"),
an Illinois corporation (the "Merger") that was completed on May 1, 2000.
Compete was merged with and into Perficient Compete, Inc., which is the
surviving corporation to the merger. Compete is an internet consulting firm
that employs over fifty professionals from four locations in the United States
and abroad.
RISKS PARTICULAR TO OUR BUSINESS
WE HAVE LOST MONEY DURING MOST OF THE QUARTERS DURING WHICH WE HAVE BEEN IN
BUSINESS AND WE EXPECT TO LOSE MONEY IN THE FUTURE.
We have incurred operating losses in most of the quarters during which we
have been in business and as a result, we have a retained deficit of
$1,955,653 as of March 31, 2000. As a result of the acquisitions that we
recently completed, we recorded a substantial amount of goodwill. We will be
required to amortize the goodwill in the future, which will result in the
recognition of significant non-cash expenses over the next three years. We
cannot assure you of any operating results and we will likely experience large
variations in quarterly operating results. We will be required to amortize in
excess of $4,500,000 in goodwill per quarter over the next three years. In
future quarters, our operating results may not meet public market analysts'
and investors' expectations. If that happens, the price of our common stock
may fall. Many factors can cause these fluctuations, including:
- the number, size, timing and scope of our projects;
- customer concentration;
- long and unpredictable sales cycles;
- contract terms of projects;
- degrees of completion of projects;
- project delays or cancellations;
5
<PAGE>
- competition for and utilization of employees;
- how well we estimate the resources we need to complete projects;
- the integration of acquired businesses;
- pricing changes in the industry; and
- economic conditions specific to the Internet and information technology
consulting.
We expect to incur net losses at least through the end of 2000. We
plan to increase our expenditure on sales and marketing, infrastructure
development, personnel and general and administrative in connection with our
efforts to expand our business. As a result, we will need to generate
significant revenues to achieve profitability. Even if we achieve
profitability, we may not be able to sustain or increase profitability on a
quarterly or annual basis in the future. Although our revenues have grown in
recent quarters, you should not view our historical growth rates as indicative
of our future revenues.
OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT.
We began our business in September 1997. We only began providing
services on any significant basis in mid-1998 and primarily to only one
partner. As a result, we have a limited operating history upon which you may
evaluate our business and prospects. Companies in an early stage of
development frequently encounter greater risks and unexpected expenses and
difficulties. As a result, we cannot assure you of any operating results and
we will likely experience large variations in quarterly operating results.
WE MAY NOT GROW, OR WE MAY BE UNABLE TO MANAGE OUR GROWTH.
Our success will depend on our ability to rapidly expand the number
of partners and teams of information technology professionals. However, we may
not grow as planned or at all. Many of our current and potential competitors
have longer operating histories, more established reputations and potential
partner relationships and greater financial, technical, industry and marketing
resources than we do. If we do not experience substantial growth, this would
place us at a disadvantage to our competitors. However, if we do grow, our
growth will place significant strains on our management personnel and other
resources. For example, it will be difficult to manage information technology
professionals who will be widely dispersed around the country. If we are
unable to manage our growth effectively, this inability will adversely affect
the quality of our services and our ability to retain key personnel, and could
harm our business.
6
<PAGE>
THE LOSS OF SALES TO VIGNETTE CORPORATION WOULD SERIOUSLY HARM OUR BUSINESS.
Vignette Corporation accounted for 96% of our revenue during 1999 and
79% of our revenue during the three months ended March 31, 2000. Any
termination of our relationship with Vignette would have a material adverse
effect on our operating results and financial condition. Vignette only retains
our services on a case-by-case basis and may choose at any time to use any
other firm or to provide the services that we performs for itself. Therefore,
any downturn in Vignette's business or any shift in its decisions to continue
to use our services could also result in substantially reduced sales by us.
OUR PARTNERS ARE NOT OBLIGATED TO USE OUR SERVICES.
Our contracts with our partners do not obligate them to use our
services. A partner may choose at any time to use another consulting firm or
to perform the services we provide through an internal services organization.
Any termination of a relationship with a partner, or a partner's decision to
employ other consulting firms or perform services in-house, could seriously
harm our business.
WE MAY ALIGN OURSELF WITH PARTNERS THAT FAIL.
In selecting our partners, we seek to identify Internet software
companies that we believe will develop into market leaders. However, our
partners compete in new and rapidly changing markets. In certain of these
markets, only a few companies will survive. If we align ourselves with
companies that fail to become market leaders, our business may suffer because
our partners will not have significant demand for our services. We invest
substantial resources to train our information technology professionals
regarding the use and features of our partners' software, and we will lose
this investment if our partners fail.
WE HAVE AGREED NOT TO PERFORM SERVICES FOR COMPETITORS OF OUR PARTNERS, WHICH
LIMITS OUR POTENTIAL MARKET.
We have generally agreed with our partners not to perform services
for their competitors. These non-compete agreements substantially reduce the
number of our prospective partners. In addition, these agreements increase the
importance of our partner selection process, because many of our partners
compete in markets where only a limited number of companies gain significant
market share. If we agree not to perform services for a particular partner's
competitors and our partner fails to gain meaningful market share, we are
unlikely to receive future material revenues in that particular market.
OUR MANAGEMENT TEAM MAY NOT BE ABLE TO WORK TOGETHER EFFECTIVELY TO IMPLEMENT
OUR BUSINESS PLAN.
We have recently hired many of our current executive officers to
establish a team to manage our operations. These newly hired officers include
our Chief Executive Officer, hired in April 1999, our Chief Financial Officer,
hired in April 1999, our Vice President and Senior Managing Director of
Business Development, hired in May 1999, and our Chief Operating
7
<PAGE>
Officer hired in May 2000 in connection with our acquisition of Compete. These
individuals have not worked together previously and are in the process of
integrating as a management team. Their failure to work together effectively
would seriously harm our ability to carry out our business plan.
WE MAY NOT BE ABLE TO ATTRACT AND RETAIN INFORMATION TECHNOLOGY PROFESSIONALS,
WHICH COULD AFFECT OUR ABILITY TO COMPETE EFFECTIVELY.
Our business is labor intensive. Accordingly, our success depends in
large part upon our ability to attract, train, retain, motivate and manage
highly skilled information technology professionals. Because of the recent
rapid growth of the Internet, individuals who can perform the services we
offer are scarce and are likely to remain a limited resource for the
foreseeable future. Furthermore, there is a high rate of attrition among such
personnel. Any inability to attract, train and retain highly skilled
information technology professionals would impair our ability to adequately
manage and staff our existing projects and to bid for or obtain new projects,
which in turn would adversely affect our operating results.
OUR SUCCESS WILL DEPEND ON RETAINING OUR SENIOR MANAGEMENT TEAM AND KEY
TECHNICAL PERSONNEL.
We believe that our success will depend on retaining our senior
management team, key technical personnel and our Chief Executive Officer, John
T. McDonald. This dependence is particularly important in our business,
because personal relationships are a critical element of obtaining and
maintaining our partners. If any of these people stop working for us, our
level of management, technical, marketing and sales expertise could
significantly diminish. These people would be difficult to replace, and losing
them could seriously harm our business. We currently maintain key-man life
insurance on the life of Mr. McDonald.
OUR QUARTERLY OPERATING RESULTS WILL BE VOLATILE AND MAY CAUSE OUR STOCK PRICE
TO FLUCTUATE.
Our quarterly revenue, expenses and operating results have varied
significantly in the past and are likely to vary significantly in the future.
These quarterly fluctuations have been and will continue to be based on a
number of factors, including:
- The number and types of projects that we undertake;
- Our ability to attract, train and retain skilled management and
information technology professionals;
- Our employee utilization rates, including our ability to transition our
information technology professionals from one project to another;
- Changes in our pricing policies;
- Our ability to manage costs; and
8
<PAGE>
- Costs related to acquisitions of other businesses.
In addition, many factors affecting our operating results are outside of
our control, such as:
- Demand for Internet software;
- End-user customer budget cycles;
- Changes in end-user customers' desire for our partners' products and our
services;
- Pricing changes in our industry;
- Government regulation and legal developments regarding the use of the
Internet; and
- General economic conditions.
Although we have limited historical financial data, we expect that we
will experience seasonal fluctuations in revenues. We expect that revenues in
the quarter ending December 31 will typically be lower than in other quarters
because there are fewer billable days in this quarter due to vacations and
holidays. This seasonal trend may materially affect our quarter-to-quarter
operating results.
WE FACE RISKS ASSOCIATED WITH FINDING AND INTEGRATING ACQUISITIONS.
Our success will depend in part on our ability to identify suitable
acquisition candidates, acquire those companies on acceptable terms and
integrate their operations successfully. Acquisitions would involve a number
of potential additional risks, including:
- Adverse effects on operating results from increased goodwill
amortization, acquired in-process research and development, stock
compensation expense and increased compensation expense attributable to
newly hired employees;
- Diversion of management attention from other aspects of our business;
- Failure to retain acquired personnel;
- Harm to our reputation if an acquired company performs poorly; and
- Assumption of liabilities of acquired companies, including potentially
hidden liabilities.
9
<PAGE>
RISKS RELATING TO OUR INDUSTRY
WE FOCUS SOLELY ON COMPANIES IN THE MARKET FOR INTERNET SOFTWARE AND COULD BE
HARMED BY ANY DOWNTURN IN THIS INDUSTRY.
Our business is dependent upon continued growth in the use of the
Internet to fuel the growth in the amount of Internet software sold by our
partners and prospective partners and used by their end-user customers. If use
of the Internet does not continue to grow, or grows more slowly than expected,
our growth would decline and our business would be seriously harmed. Any
downturn in the market for Internet software would harm our business,
financial condition and operating results.
OUR BUSINESS WILL SUFFER IF WE DO NOT KEEP UP WITH RAPID TECHNOLOGICAL CHANGE,
EVOLVING INDUSTRY STANDARDS OR CHANGING PARTNER REQUIREMENTS.
Rapidly changing technology, evolving industry standards and changing
partner needs are common in the Internet professional services market.
Accordingly, our future success will depend, in part, on our ability to:
- effectively use leading technologies;
- continue to develop our strategic and technical expertise;
- enhance our current services;
- develop new services that meet changing partner and end-user customer
needs;
- advertise and market our services; and
- influence and respond to emerging industry standards and other
technological changes.
We must accomplish all of these tasks in a timely and cost-effective
manner. We might not succeed in effectively doing any of these tasks, and our
failure to succeed could have a material and adverse effect on our business,
financial condition or results of operations.
OUR MARKET IS HIGHLY COMPETITIVE AND HAS LOW BARRIERS TO ENTRY.
The market for services to Internet software companies is relatively
new, intensely competitive, rapidly evolving and subject to rapid
technological change. In addition, there are relatively low barriers to entry
into this market. Many of our current and potential competitors have longer
operating histories, more established reputations and potential partner
relationships and greater financial, technical, industry and marketing
resources than we do. This may place us at a disadvantage to our competitors.
10
<PAGE>
RISKS RELATING TO OWNERSHIP OF OUR STOCK
WE ARE, AND WILL CONTINUE TO BE, CONTROLLED BY OUR OFFICERS AND DIRECTORS,
WHICH COULD RESULT IN US TAKING ACTIONS THAT OTHER STOCKHOLDERS DO NOT APPROVE.
Our executive officers, directors and existing 5% and greater
stockholders beneficially own or control approximately 65.8% of the voting
power of our common stock. These persons, if they were to act together, are in
a position to elect and remove directors and control the outcome of most
matters submitted to stockholders for a vote. Additionally, these persons are
able to significantly influence any proposed amendment to our charter, a
merger proposal, a proposed sale of assets or other major corporate
transaction or a non-negotiated takeover attempt. This concentration of
ownership may discourage a potential acquirer from making an offer to buy us,
which, in turn, could adversely affect the market price of our common stock.
IT MAY BE DIFFICULT FOR ANOTHER COMPANY TO ACQUIRE US, AND THIS COULD DEPRESS
OUR STOCK PRICE.
Provisions of our certificate of incorporation, bylaws and Delaware
law could make it difficult for a third party to acquire us, even if doing so
would be beneficial to our stockholders.
WE MAY NEED TO RAISE ADDITIONAL CAPITAL THAT MAY NOT BE AVAILABLE ON
SATISFACTORY TERMS.
We anticipate that the net proceeds of our initial public offering
completed in August 1999 and the additional funds received in February 2000
will be sufficient to fund our operations and capital requirements for at
least twelve (12) months from the date of this prospectus. After that, we may
need to raise additional funds. If we need additional capital and cannot
raise it on acceptable terms, we may not be able to:
- open new offices;
- hire, train and retain employees;
- respond to competitive pressures or unanticipated requirements; or
- pursue acquisition opportunities.
OUR COMMON STOCK COULD BE DELISTED FROM THE NASDAQ SMALLCAP MARKET AND THE
BOSTON STOCK EXCHANGE, WHICH WOULD MAKE TRADING IN OUR STOCK MORE DIFFICULT.
Our shares are listed on the Nasdaq SmallCap Market and the Boston
Stock Exchange. However, our shares could be subsequently delisted, which
would force us to list our shares on the OTC Bulletin Board or some other
quotation medium, such as "pink sheets," depending upon our ability to meet
the specific listing requirements of those quotation systems. As a result, an
investor would find it more difficult to dispose of, or to obtain accurate
quotations for the price of, our shares. Delisting may also reduce the
visibility, liquidity and price of our common stock.
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<PAGE>
If our common stock is delisted from the Nasdaq SmallCap Market and
does not trade on another national securities exchange, we may become subject
to "penny stock" regulations that impose additional sales practice disclosure
and market making requirements on broker-dealers who sell or make a market in
our stock. In such instance, the rules of the Securities and Exchange
Commission would generally define "penny stock" to be common stock that has a
market price of less than $5.00 per share. If our stock becomes subject to
penny stock regulations, it would adversely affect the ability and willingness
of broker-dealers who sell or make a market in our common stock and of
investors to sell our stock in the secondary market.
RISKS PARTICULAR TO THE RECENT ACQUISITION OF COMPETE
COMPETE IS DEPENDENT UPON A CONTINUING RELATIONSHIP WITH IBM AND A LIMITED
NUMBER OF CLIENTS.
Compete has developed an important relationship with IBM.
Substantially all of its consulting projects involve IBM-based systems and
technologies. IBM accounted for 33% of Compete's revenue during 1998 and 12%
of its revenue during 1999. Any termination of the relationship with IBM would
have a material adverse effect on our operating results and financial
condition. IBM only retains the services offered by Compete on a case-by-case
basis and may choose at any time to use any other firm or to provide the
services that Compete performs for itself. Therefore, any downturn in IBM's
business or any shift in its decisions to continue to use the services offered
by Compete could also result in substantially reduced sales by us. During
1999, approximately 59% of Compete's sales were derived from services provided
to three customers (including IBM). Although Compete generally provides
services on a project-to-project basis, any losses of the relationships with
any of these three service providers would have a material adverse effect on
Compete's results of operations.
WE MAY HAVE DIFFICULTY INTEGRATING THE BUSINESS OF COMPETE INTO OUR EXISTING
OPERATIONS.
The acquisition of Compete involved the integration of two companies
that have previously operated independently, with focuses on different
geographical markets and software products utilizing different personnel. We
cannot assure you that we will be able to integrate the operations of Compete
without encountering difficulties or experiencing the loss of key Compete
employees, customers or suppliers, or that the benefits expected from such
integration will be realized. In addition, we cannot assure you that the
management teams of Perficient and Compete will be able to satisfactorily work
with one another.
FORMER COMPETE STOCKHOLDERS MAY BE ABLE TO SIGNIFICANTLY INFLUENCE US
FOLLOWING THE MERGER.
The substantial ownership of our common stock by Compete's current
stockholders after the Merger provides them with the ability to exercise
substantial influence in the election of directors and other matters submitted
for approval by Perficient's stockholders. As a result of the Merger, the
beneficial ownership of our common stock by the nine Compete stockholders and
holders of options to purchase shares of Compete common stock that have vested
("Vested Option Holders"), including those who will become directors and/or
executive officers of Perficient
12
<PAGE>
represents approximately 35.1% of the outstanding shares of Perficient. This
concentration of ownership of our common stock may make it difficult for other
Perficient stockholders to successfully approve or defeat matters which may be
submitted for action by our stockholders. It may also have the effect of
delaying, deterring or preventing a change in control of our Company without
the vote of the Compete stockholders. In addition, sales of our common stock
by the Compete stockholders to a third party may result in a change of control
of our Company.
WE MAY LOSE RIGHTS UNDER CONTRACT WITH CUSTOMERS AND OTHER THIRD PARTIES AS A
RESULT OF THE MERGER.
Perficient and Compete each have contracts with suppliers, customers,
licensors, licensees and other business partners. Many of these contracts are
for a short term or can be terminated following a short notice period. A loss
of any of these contracts would reduce our revenues and may, in the case of
some contracts, affect rights that are important to the operation of our
business.
WE WILL FACE ADVERSE ACCOUNTING CONSEQUENCES BECAUSE OF THIS MERGER.
The Merger will be accounted for under the purchase method of
accounting. Compete's assets will be recognized at their fair value and any
excess of the purchase price over such fair value, other than amounts charged
to in-process research and development costs, if any, will be recognized as
goodwill on Perficient's balance sheet. The goodwill will be amortized as an
expense over its anticipated useful life. Since the amount of goodwill will be
substantial, the application of purchase accounting treatment could materially
adversely affect the combined company's financial results throughout the
amortization period.
SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains many forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may", "will", "expect", "anticipate",
"believe", "estimate", and "continue" or similar words. You should read
statements that contain these words carefully because they discuss our future
expectations, contain projections of our future operating results or of our
financial condition or state other "forward-looking" information.
We believe that it is important to communicate our future
expectations to our investors. However, we may be unable to accurately predict
or control events in the future. The factors listed in the section captioned
"Risk Factors" as well as any other cautionary language in this Prospectus,
provide examples of risks, uncertainties and events that may cause our actual
results to differ materially from the expectations we describe in our
forward-looking statements. Before you invest in our common stock, you should
be aware that the occurrence of the events described in the "Risk Factors"
section and elsewhere in this prospectus could seriously harm our business.
13
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from the sale of common stock by the
Selling Stockholders. The principal reason for this offering is to allow for
the resale of the shares currently held by the Selling Stockholders that were
acquired from our company and certain stockholders in a private placement of
shares of our common stock.
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
An aggregate of 169,901 shares of our common stock may be offered and
sold pursuant to this prospectus by the Selling Stockholders. Of the 169,901
shares of common stock being offered, 32,343 shares were acquired by one of
the Selling Stockholders in connection with our acquisition of LoreData, Inc.,
a Connecticut corporation ("LoreData") on January 3, 2000. We acquired
LoreData for an aggregate purchase price of (i) $385,000 cash that was paid at
closing, and (ii) 161,714 shares of Perficient common stock, par value $.001,
of which 30,005 shares were paid at closing and 131,709 shares are being held
in escrow for disposition by the escrow agent in accordance with an Escrow
Agreement dated January 3, 2000.
In connection with the LoreData acquisition, we also entered into a
Registration Rights Agreement with the sole shareholder of LoreData, pursuant
to which we agreed to file a registration statement with the Securities and
Exchange Commission by August 3, 2000, covering twenty (20%) percent (32,343
shares) of the shares issued in connection with the acquisition of LoreData.
This Selling Stockholder is now employed by us and has an address in care of
our principal executive offices.
Gilford Securities Incorporated, as representative for our initial
public offering was granted five-year warrants to purchase 100,000 shares of
common stock. The representative's warrants are exercisable for a period of
four years commencing July 30, 2000 at a price equal to $12.00 per share. The
representative's warrants grant to the holders of the warrants and to the
holders of the underlying securities the right to register the securities
underlying the representative's warrants. In addition, in connection with our
private placement of common stock completed on January 27, 2000, we granted
Gilford a warrant to purchase 25,000 shares of our common stock at an exercise
price of $21.00 per share. In connection therewith, we agreed to register the
shares under certain conditions and to indemnify them against certain
liabilities, including certain liabilities under Federal and State securities
laws. All of the above warrants warrants contain anti-dilution provisions
providing for adjustments of the number of shares of common stock issuable on
exercise and the exercise price upon the occurrence of some events, including
stock dividends, stock splits, acquisitions and recapitalization
The remaining 12,558 shares of common stock being offered pursuant to
this Prospectus were acquired by the other Selling Stockholder in connection
with our acquisition of Compete Inc., an Illinois corporation ("Compete") on
May 1, 2000. These shares were issued to the Selling Stockholder, pursuant to
a letter agreement dated November 15, 1999, (the "Letter Agreement") as
partial compensation for services rendered in assisting us identify Compete as
an acquisition target. Pursuant to the Letter Agreement, we are obligated to
issue up to a maximum of 5,500 of additional shares to this Selling
Stockholder on April 30, 2001. Currently, this Selling Stockholder has no
relationship to us other than as a security holder and has an address in care
of our principal executive offices.
The following table sets forth certain information as of July 28,
2000 regarding the sale by the Selling Stockholders of 169,901 shares of
common stock in this offering.
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<PAGE>
<TABLE>
<CAPTION>
Beneficial Shares
Ownership of Beneficially
Shares of Common Owned
Stock Prior Shares to be Sold After the
Selling Stockholder to Sale(1) in the Offering Offering(2)
------------------- ---------- --------------- -----------
<S> <C> <C> <C>
John Gillespie 161,714 32,343 129,371
Ryan Kuhn 12,558 12,558 0
Gilford Securities Incorporated 125,000 125,000 0
</TABLE>
(1) Beneficial ownership is determined in accordance with the rules and
regulations of the Securities and Exchange Commission. In computing the number
of shares beneficially owned by a person, shares of common stock subject to
options held by that person that are currently exercisable or exercisable
within 60 days of the date of this Prospectus are deemed outstanding. Except
as indicated in the footnotes to this table and pursuant to applicable
community property laws, each stockholder named in the table has sole voting
and investment power with respect the shares beneficially owned by them.
(2) Assumes all of the shares of common stock offered hereby are sold by
the Selling Stockholders.
Mr. Gillespie is currently employed by us. Mr. Kuhn, however, has no
relationship to our company other than as a security holder. Gilford
Securities Incorporated acted as representative of the underwriters in
connection with our initial public offering and as placement agent for our
private placement of securities completed in February 2000.
The common stock held by the selling stockholders may be offered and
sold from time to time as market conditions permit in the over-the-counter
market, or otherwise, at prices and terms then prevailing or at prices related
to the then-current market price, or in negotiated transactions. The selling
stockholders will act independently of our company in making decisions with
respect to the timing, manner and size of each sale. The shares offered hereby
may be sold by one or more of the following methods, without limitation: (a) a
block trade in which a broker or dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer
as principal and resale by such broker or dealer for its account pursuant to
this prospectus; (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and (d) face-to-face transactions between
sellers and purchasers without a broker-dealer. In effecting sales, brokers or
dealers engaged by the selling stockholders may arrange for other brokers or
dealers to participate. Such brokers or dealers may receive commissions or
discounts from the selling stockholders in amounts to be negotiated. Such
brokers and dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended, in connection with such sales.
The selling stockholders may also pledge shares of common stock as
collateral for margin accounts and such shares could be resold pursuant to the
terms of such accounts. We
15
<PAGE>
have been advised by the selling stockholders that they have not made any
arrangements relating to the distribution of the shares covered by this
prospectus.
We have agreed indemnify the Selling Stockholders against certain
liabilities, including certain liabilities under the Securities Act, the
Exchange Act, or any rules or regulations promulgated thereunder.
Additionally, we will pay the expenses, estimated to be approximately $20,000,
in connection with this offering, other than transfer taxes, discounts,
commissions, fees or expenses of underwriters, selling brokers, dealer
managers or similar securities industry professionals relating to the
distribution of the common stock, or legal expenses of any person other than
our company and the Selling Stockholders.
In addition, any shares covered by this prospectus which qualify for
sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this prospectus.
LEGAL MATTERS
The validity of the common stock offered by this Prospectus will be
passed upon by Gibbons, Del Deo, Dolan, Griffinger & Vecchione, P.C.
EXPERTS
Ernst & Young LLP, independent auditors, have audited the financial
statements of Perficient, Inc., LoreData, Inc., and Compete Inc. at December
31, 1998 and 1999 and for the years ended December 31, 1998 and 1999, as set
forth in their reports thereon included therein and incorporated by reference
into this prospectus, and are included in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission,
Washington, D.C. 20549, a Registration Statement on Form S-3 under the
Securities Act with respect to the common stock offered by this prospectus.
This prospectus does not contain all of the information set forth in the
registration statement and the exhibits and schedules to the registration
statement. For further information, with respect to us and the common stock
offered by this Prospectus, reference is made to the registration statement
and the exhibits and schedules filed as a part of the registration statement.
Additionally, we file annual, quarterly and current reports, proxy statements
and other documents with the Securities and Exchange Commission. You may read
and copy any document we file at the Public Reference Section of the
Securities and Exchange Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and the Securities and Exchange Commission's Regional
Offices located at 500 West Madison Street, Suite 1400, Chicago, IL 60661, and
7 World Trade Center, 13th Floor, New York, NY 10048. You may obtain
information on the operation of the Public Reference Room by calling the
Securities and Exchange Commission at 1-800-SEC-0330. In addition, we are
required to file electronic versions of these documents with the Securities
and Exchange Commission through its Electronic Data Gathering, Analysis and
Retrieval (EDGAR) system. The Securities and Exchange Commission also
maintains a World Wide Web site that contains reports, proxy and
16
<PAGE>
information statements and other information regarding registrants that file
electronically with the Securities and Exchange Commission. The address of the
Securities and Exchange Commission's Web site is http://www.sec.gov.
You should rely only on the information contained in this prospectus.
Perficient, Inc. has not authorized anyone to provide prospective investors
with any different or additional information. This prospectus is not an offer
to sell nor is it seeking an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted. The information contained in this
prospectus is correct only as of the date hereof, regardless of the time of
the delivery of this prospectus or any sale of these securities.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents that we have filed with the Securities and
Exchange Commission are incorporated herein by reference:
(a) (i) Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999; (ii) Quarterly Report on Form 10-QSB for the quarter ended March 31,
2000; (iii) Current Report on Form 8-K for the event dated January 3, 2000;
(iv) Amendment No. 1 to Current Report on Form 8-K for the event dated January
3, 2000; (v) Current Report on Form 8-K for the event dated February 7, 2000;
(vi) Current Report on Form 8-K for the event dated May 1, 2000; (vii)
Amendment No. 1 to Current Report on Form 8-K for the event dated May 1, 2000;
(viii) Definitive Proxy Statement dated April 6, 2000; (ix) Definitive Proxy
Statement dated June 6, 2000; and (x) Amendment No. 2 to Current Report on
Form 8-K for the event dated May 1, 2000.
(b) The description of our common stock, $.001 par value per share,
contained in our Registration Statement on Form SB-2 (File No. 333-35948)
filed April 28, 2000 under the Securities Act of 1933, as amended (the
"Securities Act"), Amendment No. 1 to Registration Statement on Form SB-2
(File No. 333-35948) filed on June 23, 2000 under the Securities Act, and our
Registration Statement on Form 8-A (File No. 001-15169) filed on July 22,
1999 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
All documents that we file pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of the offering of the common stock offered hereby shall be deemed
to be incorporated by reference herein and to be a part hereof on the date of
filing of such documents.
We will furnish without charge to each person to whom this prospectus
is delivered, on the written or oral request of such person, a copy of any or
all of the documents incorporated herein by reference, except for the exhibits
to such documents. Requests should be directed to Mr. John Hinners,
Perficient, Inc., 7600-B North Capital of Texas Highway, Suite 340, Austin,
Texas, 78731, Telephone No. (512) 531-6000.
17
<PAGE>
================================================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY OUR COMPANY, THE SELLING
STOCKHOLDERS OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY AND SECURITY OTHER THAN THE COMMON
STOCK OFFERED BY THIS PROSPECTUS, OR AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITY BY ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER
OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, IMPLY THAT THE
INFORMATION IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
OF THIS PROSPECTUS.
--------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
SUMMARY 1
RISK FACTORS 5
USE OF PROCEEDS 14
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION 14
LEGAL MATTERS 16
EXPERTS 16
WHERE YOU CAN FIND MORE INFORMATION 16
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 17
</TABLE>
================================================================================
<PAGE>
================================================================================
169,901 SHARES OF
COMMON STOCK
--------------------------------------------------------------------------------
PERFICIENT, INC.
--------------------------------------------------------------------------------
PROSPECTUS
--------------------------------------------------------------------------------
__________, 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses payable in connection with the issuance and distribution of
the securities being registered (estimated except in the case of the
registration fee) are as follows:
<TABLE>
<CAPTION>
AMOUNT
--------
<S> <C>
Registration Fee $ 449
-------
Printing 3,500
-------
Legal Fees and Expenses 7,500
-------
Accounting Fees and Expenses 6,000
-------
Transfer Agents and Registrars Fees 2,500
-------
TOTAL $ 20,000
-------
</TABLE>
The above fees will be paid by our company and not by the Selling
Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware Corporation Law provides, in effect, that
we may, and in certain cases must, indemnify any person made a party to any
action by reason of the fact that he is or was one of our directors, officers,
employees, or agents against, in the case of a non-derivative action, judgments,
fines, amounts paid in settlement and reasonable expenses (including attorneys'
fees) incurred by him as a result of such action, and in the case of a
derivative action, against expenses (including attorney's fees), if in either
type of action he acted in good faith and in a manner he reasonably believed to
be in or not opposed to our best interests. This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer, employee or agent is liable to us, unless upon court order it is
determined that, despite such adjudication of liability, but in view of all the
circumstances of the case, he is fairly and reasonably entitled to indemnity for
expenses, and, in a non-derivative action, to any criminal proceeding in which
such person had reasonable cause to believe his conduct was unlawful.
Article VI of our certificate of incorporation provides that no
director shall be liable to us or our stockholders for monetary damages for
breach of fiduciary duty as a director to the fullest extent permitted by
Delaware law.
Article XI of our bylaws provide that we shall indemnify, to the
fullest extent permitted by Delaware law, any and all of our directors and
officers, or former directors and officers, or
II-1
<PAGE>
any person who may have served at our request as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise.
We have entered into Indemnity Agreements with each of our directors
and officers, a form of which was filed as Exhibit 10.6 to our previous
Registration Statement on Form SB-2 (File No. 333-78337) declared effective by
the Securities and Exchange Commission on July 28, 1999. Under these agreements,
we will be obligated, to the extent permitted by Delaware Law, to indemnify such
directors and officers against all expenses, judgments, fines and penalties
incurred in connection with the defense or settlement of any actions brought
against them by reason of the fact that they served as directors or officers or
assumed certain responsibilities at our direction. We have purchased directors
and officers liability insurance in order to limit our exposure to liability for
indemnification of directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers or persons
controlling our company pursuant to the foregoing provisions, we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the successful
defense of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
ITEM 16. EXHIBITS
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No Description
---------- -----------
<S> <C>
1.1 + Form of Underwriting Agreement
3.1 + Certificate of Incorporation of Registrant.
3.2 + Bylaws of Registrant.
4.1 + Specimen Certificate for shares of common stock.
4.2 + Representative's Warrant.
5.1 Opinion of Gibbons, Del Deo, Dolan, Griffinger & Vecchione, P.C.
10.1 + Sublease Agreement, dated April 1, 1999, between Registrant, as
Lessee, and Powershift Venture, LLC, as Lessor.
10.2 + 1999 Stock Option/Stock Issuance Plan.
10.3 + Employment Agreement between Registrant and John T. McDonald.
10.4 + Employment Agreement between Registrant and Bryan R. Menell.
10.5 + Employment Agreement between Registrant and John A. Hinners.
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<PAGE>
10.6 + Form of Indemnity Agreement between Registrant and its
directors and officers
10.7 + Contractor Service Agreement, dated December 31, 1998, between
Registrant and Vignette Corporation.
10.8 + Accounts Receivable Purchase Agreement, dated January 12, 1999,
between the Registrant and Silicon Valley Financial Services.
10.9 + Accounts Receivable Purchase Modification Agreement, dated July
12, 1999 between Registrant and Silicon Valley Bank.
10.10 + Motive Communications, Inc. Consulting Services Subcontract
Agreement dated February 27, 1999.
10.11 + Subcontract Agreement, dated March 15, 1999, between Registrant
and Ventix Systems, Inc.
10.12 + Agreement for Subcontracting Services, dated April 23, 1999,
between Registrant and Interwoven, Inc.
10.13 * Agreement and Plan of Merger, dated as of December 10, 1999, by
and among the Registrant, 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 the Registrant, Perficient Acquisition
Corp, LoreData, Inc. and John Gillespie.
10.15 ** Agreement and Plan of Merger, dated as of February 16, 2000 by
and among the Registrant, Perficient Compete, Inc., Compete
Inc., and the Shareholders of Compete, Inc.
10.16*** Registration Rights Agreement, dated as of January 3, 2000
between the Registrant and John Gillespie.
10.17*** Form of Registration Rights Agreement between the Registrant
and certain purchasers of common stock.
10.18*** Subcontract Agreement, dated as of November 4, 1999 between the
Registrant and Plumtree, Inc.
10.19 ++ Lease by and between HUB Properties Trust and the
Registrant.
21*** Subsidiaries.
23.1 Consent of Ernst & Young, LLP
23.2 Consent of Gibbons, Del Deo, Dolan, Griffinger & Vecchione,
P.C. is made to Exhibit 5.1
24.1 Power of Attorney (included as part of signature page).
</TABLE>
------------
+ Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Registration Statement on Form SB-2 (File No.
333-78337) declared effective on July 28, 1999 by the Securities and Exchange
Commission and incorporated herein by reference.
++ Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Registration Statement on Form SB-2 (File No.
333-35948) declared effective on July 6, 2000 by the Securities and Exchange
Commission and incorporated herein by reference.
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<PAGE>
* Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Current Report on Form 8-K filed on January 14, 2000
and incorporated herein by reference.
** Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Preliminary Proxy Statement filed on March 16, 2000 and
incorporated herein by reference.
*** Previously filed with the Securities and Exchange Commission as an
Exhibit to the Company's Annual Report on Form 10-KSB filed on March 30, 2000
and incorporated herein by reference.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement
II-4
<PAGE>
relating to the securities offered therein, and the offering of such
securities at that time to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the successful
defense of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Austin,
State of Texas, on July 28, 2000.
PERFICIENT, INC.
By: /s/ John T. McDonald
---------------------------------
John T. McDonald
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints John T. McDonald and Bryan R.
Menell, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to sign any registration
statement for the same offering covered by this registration statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended, and all post-effective amendments thereto,
and to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES STATED.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven G. Papermaster Chairman of the Board July 28, 2000
-----------------------------
Steven G. Papermaster
/s/ John T. McDonald Chief Executive Officer and July 28, 2000
----------------------------- and Director
John T. McDonald (principal executive officer)
<PAGE>
/s/ Sam J. Fatigato Chief Operating Officer and July 28, 2000
----------------------------- Director
Sam J. Fatigato
/s/ John A. Hinners Chief Financial Officer and July 28, 2000
----------------------------- Secretary
John A. Hinners (principal financial and
accounting officer)
/s/ David S. Lundeen Director July 28, 2000
-----------------------------
David S. Lundeen
/s/ Dr. W. Frank King Director July 28, 2000
-----------------------------
Dr. W. Frank King
/s/ Philip J. Rosenbaum Director July 28, 2000
-----------------------------
Philip J. Rosenbaum
</TABLE>
