10KSB/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB/A
(Amendment No. 1)

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2003
Commission File Number: 1-15169

PERFICIENT, INC.
(Name of Small Business Issuer in its Charter)

DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization) 74-2853258
(IRS Employer
Identification No.)

1120 South Capital of Texas Highway, Suite 220, Building III
Austin, Texas 78746
(Address of principal executive offices)
(512) 531-6000
(Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Class    Common Stock, $.001 par value	Name of each exchange on which registered: Boston Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days:

(1)

Yes ý    No o

(2)

Yes ý    No o

Check if disclosure of delinquent filers in response to Item 405 of Regulations S-B is not contained in this filing, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. o

State Registrant's revenues for its most recent fiscal year: $30,191,922

State the aggregate market value of the voting and nonvoting equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity as of a specified date within the past 60 days.

$49,101,598 AS OF MARCH 29, 2004

State the number of shares of common stock outstanding as of March 29, 2004: 15,087,566
Transitional Small Business Disclosure Format: Yes o    No ý

EXPLANATORY NOTE

        The Registrant is amending its Annual Report on Form 10-KSB for the year ended December 31, 2003 to include the information required in Part III, Items 9 through 12, which was omitted in the original filing pursuant to General Instruction E(3) of this Form 10-KSB. There are no further changes to our Annual Report on Form 10-KSB filed on March 30, 2004.

PART III

ITEM 9—DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

        Our executive officers and directors and their ages as of the date of this filing are as follows:

Name	Age	Position with Perficient
John T. McDonald	40	Chief Executive Officer and Chairman of the Board of Directors
Jeffrey S. Davis	39	Chief Operating Officer and President
Michael D. Hill	35	Chief Financial Officer
David S. Lundeen(1),(2)	42	Director
Dr. W. Frank King(1)	64	Director
Philip J. Rosenbaum(1)	54	Director
Robert E. Pickering, Jr.	52	Director
Max D. Hopper(2)	69	Director

(1)

Indicates that the individual is a member of the audit committee.

(2)

Indicates that the individual is a member of the compensation committee.

Certain Biographical Information Concerning Directors and Executive Officers

John T. McDonald joined Perficient in April 1999 as Chief Executive Officer and was elected Chairman of the Board in March 2001. Since October 1998, Mr. McDonald has been the president of Beekman Ventures, Inc., a venture capital firm specializing in private equity investments in technology companies. From April 1996 to October 1998, Mr. McDonald was president of VideoSite, Inc., a multimedia software company that is currently a subsidiary of GTECH Corporation. GTECH acquired VideoSite in October 1997, 18 months after Mr. McDonald became VideoSite's president. From May 1995 to April 1996, Mr. McDonald was a Principal with Zilkha & Co., a New York-based merchant banking firm. From June 1993 to April 1996, Mr. McDonald served in various positions at Blockbuster Entertainment Group, including Director of Corporate Development and Vice President, Strategic Planning and Corporate Development of NewLeaf Entertainment Corporation, a joint venture between Blockbuster and IBM. From 1987 to 1993, Mr. McDonald was an attorney with Skadden, Arps, Slate, Meagher & Flom in New York focusing on mergers and acquisitions and corporate finance. Mr. McDonald received a B.A. in Economics from Fordham University in 1984 and a J.D. from Fordham Law School in 1987.

Jeffrey S. Davis became Perficient's Chief Operating Officer upon the closing of the acquisition of Vertecon in April 2002. He previously served the same role since October 1999 at Vertecon prior to its merger with Perficient. Mr. Davis has 13 years of experience in technology management and consulting. Prior to Vertecon, Mr. Davis was a Senior Manager and member of the leadership team in Arthur Andersen's Business Consulting Practice starting in January 1999 where he was responsible for defining and managing internal processes, while managing business development and delivery of products, services and solutions to a number of large accounts. Prior to Arthur Andersen, Mr. Davis worked at Ernst & Young for two years, Mallinckrodt, Inc. for two years, and spent five years at McDonnel

1

Douglas in many different technical and managerial positions. Mr. Davis has a M.B.A. from Washington University and a B.S. degree in Electrical Engineering from the University of Missouri.

Michael D. Hill joined Perficient in February 2004 as Chief Financial Officer. From June 2002 through February 2004, Mr. Hill served as Director of Finance and Controller of PerformanceRetail, Inc., a software company. From February 1999 to June 2002, Mr. Hill held various Director and VP-level positions with several technology companies including CreditMinders, Inc., Kinetrix Solutions, Inc. and Agillion, Inc. Prior to February 1999, Mr. Hill was an Assurance and Advisory Business Services manager with Ernst & Young LLP's Assurance and Advisory Business Services practice in Austin. Mr. Hill held various other positions at Ernst & Young LLP since December 1991. Mr. Hill graduated from the University of Texas at Austin in December 1991 with a degree of B.B.A. in Accounting. Mr. Hill is a licensed certified public accountant in the State of Texas.

David S. Lundeen joined Perficient in April 1998 as a director. From March 1999 through 2002, Mr. Lundeen was a partner with Watershed Capital, a private equity firm based in Mountain View, California. From June 1997 to February 1999, Mr. Lundeen was self-employed, managed his personal investments and acted as a consultant and advisor to various businesses. From June 1995 to June 1997, he served as the Chief Financial Officer and Chief Operating Officer of BSG. From January 1990 until June 1995, Mr. Lundeen served as President of Blockbuster Technology and as Vice President of Finance of Blockbuster Entertainment Corporation. Prior to that time, Mr. Lundeen was an investment banker with Drexel Burnham Lambert in New York City. Mr. Lundeen currently serves as a member of the Board of Directors of TippingPoint Technologies, Inc. and Parago, Inc. Mr. Lundeen received a B.S. in Engineering from the University of Michigan in 1984 and an M.B.A. from the University of Chicago in 1988. The Board of Directors has determined that Mr. Lundeen is an audit committee financial expert, as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission.

Dr. W. Frank King became a member of the Board of Directors in June 1999. He has served as a Director of PSW Technologies, Inc., now known as Concero Inc., a publicly-traded consulting services company, since October 1996. From 1992 to August 1998, Dr. King served as President and Chief Executive Officer of PSW. From 1988 to 1992, Dr. King was Senior Vice President of the Software Business group of Lotus, a software publishing company. Prior to joining Lotus, Dr. King was employed with IBM for 19 years, where his last position was Vice President of Development for the Personal Computing Division. Dr. King currently serves on the boards of directors of Aleri, Inc., Eon Communications, Inc., Ibasis and Natural Microsystems Corporation. Dr. King earned a Ph.D. in electrical engineering from Princeton University, an M.S. in electrical engineering from Stanford University and a B.S. in electrical engineering from the University of Florida.

Philip J. Rosenbaum became a member of Perficient's Board of Directors in June 1999. Since May 1995, Mr. Rosenbaum has been a self-employed developer of new businesses, investor and consultant. From February 1993 to May 1995, Mr. Rosenbaum was Vice President of International Operations of Unify Corporation, a software development tool supplier. Mr. Rosenbaum also serves on the board of directors of a privately-held software company. Mr. Rosenbaum received a B.S. from Rutgers in 1972.

Robert E. Pickering, Jr. has held the position of CEO of IconMedialab International, an IT services company with headquarters in The Netherlands beginning in 2002. Mr. Pickering began his IT services career in 1974 at Andersen Consulting (now Accenture), where he was a partner. After 11 years at Andersen, where he managed and directed several system development and outsourcing projects, Mr. Pickering joined First City Bankcorp in 1996, as Chief Information Officer. Three years later in 1999, he became Chief Information Officer of Continental Airlines. Mr. Pickering was also Chairman and CEO of Origin from 1998 to 2000, one of the largest IT services companies in Europe. Mr. Pickering was Chairman and CEO of e2i Inc. from May 2000 to December 2001, which filed for

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protection under the federal bankruptcy laws in December 2001. Mr. Pickering also serves on the boards of a variety of organizations including the American Chamber of Commerce in the Netherlands, B&J Foodservice in Kansas City, and Ora Oxygen, a travel spa based in The Netherlands. Mr. Pickering is a graduate of Baylor University.

Max D. Hopper became a member of the Board of Directors in September 2002. Mr. Hopper began his IS career in 1960 at Shell Oil and served with EDS, United Airlines and Bank of America prior to joining American Airlines. During Mr. Hopper twenty-year tenure at American Airlines he served as CIO, and as CEO of several business units. Most recently, he founded Max D. Hopper Associates, Inc., a consulting firm that specializes in the strategic use of IT and eBusiness. Max currently serves on the board of directors for several companies such as Metrocall, Inc. and Gartner Group.

Codes of Conduct and Ethics

        The Company has adopted a Corporate Code of Business Conduct and Ethics that applies to all employees and directors of the Company while acting on the Company's behalf and has adopted a Financial Code of Ethics applicable to the chief executive officer, the chief financial officer and controller or principal accounting officer. The Corporate Code of Business Conduct and Ethics is attached as Exhibit 14.1 and the Financial Code of Ethics is attached as Exhibit 14.2.

Section 16 Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires executive officers and directors, and persons who beneficially own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission and Nasdaq SmallCap Market. Based solely on a review of the copies of reports furnished to us and written representations from our executive officers, directors and persons who beneficially own more than ten percent of our equity securities, we believe that, during the preceding year, all filing requirements applicable to our officers, directors and ten percent beneficial owners under Section 16(a) were satisfied except that the following individuals failed to timely file an Initial Statement of Beneficial Ownership on Form 3:

Frank King,	Director
Max Hopper,	Director
Robert Pickering,	Director
Phil Rosenbaum,	Director
Mark Mauldin,	former Officer
Jeff Davis,	Officer

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ITEM 10—EXECUTIVE COMPENSATION

        The following table sets forth information concerning the annual and long-term compensation earned by the individuals who served as Perficient's Chief Executive Officer and certain other executive officers during fiscal year 2003 for services rendered in all capacities during the years presented. Mark D. Mauldin joined Perficient in June 2000, was appointed Chief Financial Officer in December 2002 and resigned in February 2004.

		Annual Compensation						Compensation
Name and Principal Position	Year	Salary($)		Bonus($)		Other Annual Compensation($)(1)		Securities Underlying Options(#)(2)
John T. McDonald Chief Executive Officer and Chairman of the Board	2003 2002 2001	$ $ $	225,000 225,000 174,825	$ $ $	200,048 46,406 —	$ $ $	3,000 2,750 2,627	425,000 338,000 406,211
Jeffrey S. Davis Chief Operating Officer	2003 2002	$ $	205,000 136,667	$ $	145,813 25,370	$ $	3,000 2,431	250,000 85,000
Tim Thompson Chief Business Development Officer	2003 2002	$ $	160,000 160,000	$ $	75,512 129,081	$ $	3,000 2,323	75,000 30,000
Dale Klein Chief Corporate Development Officer	2003 2002	$ $	100,000 66,767	$ $	13,337 4,641	$ $	1,601 1,001	100,000 29,000
Mark D. Mauldin Chief Financial Officer	2003 2002	$ $	102,375 97,500	$ $	54,613 6,094	$ $	2,138 1,556	40,000 20,000

(1)

Mr. McDonald's current employment agreement, which was approved by the Board of Directors on March 29, 2004, specifies a salary increase to $250,000 per annum if the Company's net revenue per quarter equals or exceeds ten million dollars at any time following January 1, 2004.

(2)

In September 2001, Mr. McDonald was granted options to purchase 106,383 shares of our Common Stock with an exercise price of $0.31 per share in lieu of a $50,000 cash bonus.

(3)

In February 2003, Mr. McDonald was granted options to purchase 125,000 shares of our Common Stock with an exercise price of $0.50. In February 2003, Mr. Davis was granted options to purchase 125,000 shares of our Common Stock with an exercise price of $0.50 per share. In February 2003, Mr. Mauldin was granted options to purchase 20,000 shares of our Common Stock with an exercise price of $0.50 per share In October 2001, Mr. Davis was granted options to purchase 110,810 shares of our Common Stock with an exercise price of $1.35 per share and options to purchase 27,654 shares of our Common Stock with an exercise price of $0.34 per share. In October 2001, Mr. Thompson was granted options to purchase 110,810 shares of our Common Stock with an exercise price of $1.35 per share. In October, 2001, Mr. Thompson was granted options to purchase 110,810 shares of our Common Stock with an exercise price of $1.35 per share.

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Option Grants in Last Fiscal Year to Named Executive Officers

        The following table sets forth information related to the grant of stock options by us during the year ended December 31, 2003 to the named executive officers.

	Individual Grants
	Number of Securities Underlying Options (#)(1)	% of Total Options Granted to Employees in Fiscal 2003(2)		Exercise or Base Price ($/sh)	Market Price on Date of Grant ($/sh)	Expiration Date
John T. McDonald	125,000 300,000	5.17 12.42	% %	0.50 2.28	0.50 2.28	02/13/2013 12/11/2013
Jeffrey S. Davis	125,000 125,000	5.17 5.17	% %	0.50 2.28	0.50 2.28	02/13/2013 12/11/2013
Dale S. Klein	50,000 50,000	2.07 2.07	% %	0.50 2.28	0.50 2.28	02/13/2013 12/11/2013
Tim J. Thompson	25,000 50,000	1.03 2.07	% %	0.50 2.28	0.50 2.28	02/13/2013 12/11/2013
Mark D. Mauldin	20,000 20,000	0.83 0.83	% %	0.50 2.28	0.50 2.28	02/13/2013 12/11/2013

(1)

In February 2003, Mr. McDonald was granted options to purchase 125,000 shares of our Common Stock with an exercise price of $0.50. In February 2003, Mr. Davis was granted options to purchase 125,000 shares of our Common Stock with an exercise price of $0.50 per share. In February 2003, Mr. Mauldin was granted options to purchase 20,000 shares of our Common Stock with an exercise price of $0.50 per share. In October 2001, Mr. Davis was granted options to purchase 110,810 shares of our Common Stock with an exercise price of $1.35 per share and options to purchase 27,654 shares of our Common Stock with an exercise price of $0.34 per share. In October 2001, Mr. Thompson was granted options to purchase 110,810 shares of our Common Stock with an exercise price of $1.35 per share.

(2)

Based on an aggregate of 2,416,000 options granted during the year ended December 31, 2003.

Option Exercises and Fiscal Year End Values

        The following table sets forth information concerning the fiscal year-end number and value of unexercised options (market price of our Common Stock less the exercise price with respect to the named executive officers). None of the named executive officers exercised stock options during the

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fiscal year ended December 31, 2003. No stock appreciation rights were outstanding as of December 31, 2003.

	Number of Securities Underlying Unexercised Options at December 31, 2003(#)
			Value of Unexercised in-the-Money Options at December 31, 2003($)(1)
Name
	Exercisable	Unexercisable	Exercisable	Unexercisable
John T. McDonald	598,292	620,919	413,310	427,502
Jeffrey S. Davis	144,026	329,438	164,613	296,700
Dale S. Klein	14,499	114,501	15,804	102,806
Tim J. Thompson	88,872	126,938	82,096	92,725
Mark D. Mauldin	50,366	51,252	20,826	45,701

(1)

Based on the fair market value of Perficient's Common Stock at December 31, 2003 ($2.24 per share), as reported on the NASDAQ SmallCap Market.

Compensation of Directors

        In April 2003, the Board of Directors unanimously approved a new director compensation plan with the following provisions:

•

Each non-employee board member will receive $500 for each board meeting attended.



•

Each audit committee member will receive $1,250 for each audit committee meeting.



•

Each compensation committee member will received $500 for each compensation committee meeting.



•

The chairman of the audit committee will receive an additional $2,500 annually.



•

Each non-employee board member will receive 5,000 vested options annually.



•

Each committee member will receive an additional 5,000 vested options annually.

        In 2003, Dr. King received $12,250, Mr. Rosenbaum received $11,000, Mr. Lundeen received $3,500, Messrs. Hopper and Pickering each received $1,000, and Mr. Cromwell received $500 in Board of Directors fees for fiscal 2003. All directors are reimbursed for reasonable expenses incurred by them in attending Board and Committee meetings. All non-management Directors are eligible to receive stock options of 5,000 shares per year for their services.

Employment Arrangements

        Perficient has a two-year employment agreement with Mr. McDonald that terminates on December 31, 2005. This employment agreement was approved by the Board of Directors on March 29, 2004. Mr. McDonald's employment agreement provides for the grant of options to purchase 150,000 shares of our Common Stock for each year of service. Those options vest over a four year period. Mr. McDonald is entitled to an annual bonus of equal to 100% of his annual salary in the event Perficient achieves certain performance targets approved by the Board of Directors. If Mr. McDonald is terminated without cause (or if he voluntarily terminates his employment following a change in control), he will receive 24 months' severance pay, option vesting acceleration and shall receive benefits and the use of his office and administrative assistance during such period. Mr. McDonald has agreed to refrain from competing with Perficient for a period of two years following the termination of his employment.

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        Pursuant to the Vertecon Merger Agreement, we have entered into an employment agreement with Jeffrey Davis for an employment term beginning on April 26, 2002, the closing date of the Vertecon Merger. Mr. Davis is our Chief Operating Officer and will be employed for an initial term of two years. He will be paid an annual salary of $205,000 and was granted a non-qualified stock option under our option plan to purchase 110,810 shares of our Common Stock and another non-qualified stock option in satisfaction of certain accrued bonus payments owed to him by Vertecon. Mr. Davis is also eligible to receive an annual bonus equal to up to 40% of his salary. Mr. Davis will receive six months severance pay if Perficient terminates him without cause. Additionally, Mr. Davis has agreed to refrain from competing with Perficient for a period of two years following the termination of his employment. The Company and Mr. Davis are currently negotiating a renewal to Mr. Davis' employment agreement.

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ITEM 11—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding the beneficial ownership of Perficient Common Stock as of April 26, 2004 for (i) each person or entity who is known by us to own beneficially more than five percent (5%) of the outstanding shares of each such class; (ii) each executive officer listed in the Summary Compensation table below; (iii) each director of Perficient; and (iv) all directors and executive officers as a group.

Name and Address of Beneficial Owner(1)	Amount and Nature of Shares Beneficially Owned	Percent of Class(2)
Morton H. Meyerson(3) 3401 Armstrong Ave. Dallas, Texas 75205	2,958,013	17.34	%
John T. McDonald(4)	1,775,823	9.96	%
2M Technology Ventures, L.P. 3401 Armstrong Ave. Dallas, Texas 75205	1,666,500	9.77	%
David S. Lundeen(6)	529,916	3.10	%
Dale Klein(7)	472,231	2.76	%
Beekman Ventures, Inc.	267,342	1.57	%
Jeffrey Davis(8) 622 Emerson Road Suite 400 Creve Coeur, MO 63141	280,970	1.63	%
Robert E. Pickering, Jr.(9)	161,500	*
Philip J. Rosenbaum(10)	125,750	*
Dr. W. Frank King(11)	66,666	*
Mark D. Mauldin(12)	33,283	*
Max D. Hopper(13)	20,000	*
Tim Thompson(14)	154,276	*
Directors and executive officers as a group (10 persons)	3,620,415	19.64	%

*

Indicates less than 1% of the outstanding shares of Perficient Common Stock.

(1)

Unless otherwise indicated, the address of each person or entity is 1120 South Capital of Texas Highway, Suite 220, Building 3, Austin, Texas, 78746.

(2)

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 and the percentage ownership of that person, shares of Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days of the date hereof are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. 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 to the shares set forth opposite such stockholder's name. The percentage of beneficial ownership is based on 17,061,220 shares of Common Stock outstanding as of April 26, 2004, respectively.

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(3)

Includes 1,666,500 shares of Perficient Common Stock held by 2M Technology Ventures, L.P. which is controlled by Mr. Meyerson who holds sole voting power and sole dispositive power with respect to such shares.

(4)

Includes 261,642 shares owned by Beekman Ventures, Inc., of which Mr. McDonald is president and sole stockholder. Mr. McDonald is deemed to be the beneficial owner of such shares. Also includes options to purchase 712,875 shares under Perficient's stock option plan. Does not include options to purchase 506,336 shares of Perficient Common Stock that are not exercisable within 60 days of the date hereof. Includes warrants to purchase 50,500 shares of Perficient Common Stock. Mr. McDonald's total share ownership, including options that are not exercisable within 60 days of the date hereof, is 2,287,859 shares.

(5)

Includes 909,000 shares owned by WWC Capital L.P.. Mr. Cromwell, a former director, is a control person of WWC Capital Management, L.L.C., which is the general partner of WWC Capital Fund, L.P. This information is based solely on the Schedule 13D filed by WWC Capital Fund, L.P. on January 11, 2002.

(6)

Includes options to purchase 54,166 shares of Perficient Common Stock exercisable within 60 days of the date hereof. Does not include options to purchase 20,834 shares of Perficient Common Stock that are not exercisable within 60 days of the date hereof.

(7)

Includes options to purchase 40,166 shares of Perficient Common Stock exercisable within 60 days of the date hereof.

(8)

Includes options to purchase 187,079 shares of Perficient Common Stock exercisable within 60 days of the date hereof. Does not include options to purchase 244,720 shares of Perficient Common Stock that are not exercisable within 60 days of the date hereof.

(9)

Includes options to purchase 10,000 shares of Perficient Common Stock exercisable within 60 days of the date hereof.

(10)

Includes options to purchase 50,000 shares of Perficient Common Stock exercisable within 60 days of the date hereof. Also includes warrants to purchase 25,250 shares of Perficient Common Stock.

(11)

Includes options to purchase 66,666 shares of Perficient Common Stock exercisable within 60 days of the date hereof. Does not include options to purchase 8,334 shares of Perficient Common Stock that are not exercisable within 60 days of the date hereof.

(12)

Includes options to purchase 34,950 shares of Perficient Common Stock that are exercisable as of the date hereof. Mr. Mauldin served as the Company's Chief Financial Officer until February 2004. If not exercised, these option shares will be forfeited on June 2, 2004.

(13)

Includes options to purchase 10,000 shares of Perficient Common Stock exercisable within 60 days of the date hereof.

(14)

Includes options to purchase 122,756 shares of Perficient Common Stock exercisable within 60 days of the date hereof.

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Equity Compensation Plan Information

        The following table provides information with respect to the equity securities that are authorized for issuance under our compensation plans as of December 31, 2003:

		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders(1)		5,234,897	$	3.02	677,192
Equity compensation plans approved by security holders(2)(3)(4)		106,383	$	0.31	—
	Total	5,341,280	$	2.95	677,192

(1)

Represents 6,189,063 shares authorized for issuance under the Perficient, Inc. 1999 Stock Option/Stock Issuance Plan. The automatic share increase program provides for an increase each year equal to 8% of the outstanding Common Stock on the last trading day in December of the previous year. Pursuant to our automatic share increase program, 1,122,660 additional shares were authorized for issuance under the plan as of January 1, 2004.

(2)

Represents options to purchase 106,383 shares of our Common Stock with an exercise price of $0.31 per share that were granted in September 2001 to John T. McDonald, our Chief Executive Officer and Chairman of the Board, in lieu of a $50,000 cash bonus.

(3)

In connection with the merger of Javelin Solutions, Inc. into our wholly-owned subsidiary and the merger of Primary Webworks, Inc. d/b/a Vertecon, Inc. into our wholly-owned subsidiary, we assumed Javelin's stock option plan and Vertecon's stock option plan and all the outstanding options thereunder. Each outstanding option under the Javelin plan and the Vertecon plan was converted into an option to purchase our Common Stock. No future awards may be made under the respective plans. These amounts exclude (i) options to purchase approximately 182,106 shares of our Common Stock exercisable for a weighted-average exercise price of $1.08 per share issued in connection with our assumption of the Javelin plan and (ii) options to purchase approximately 64,291 shares of our Common Stock exercisable for a weighted average exercise price of $4.40 per share issued in connection with our assumption of the Vertecon plan.

(4)

These amounts exclude options to purchase 91,817 shares of our Common Stock with an exercise price of $3.36 per share and options to purchase 46,699 shares of our Common Stock with an exercise price of $0.02 per share that were issued to certain employees of Compete, Inc. and assumed in connection with our May 2000 acquisition of Compete, Inc.

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ITEM 12—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Relationships and Related Transactions

Sales of Securities

        During the last fiscal year and through the date of the proxy statement, Perficient made the following sales of its Common Stock in transactions that were not registered under the Securities Act of 1933:

        In the sale of our Series A convertible Preferred Stock pursuant to the Convertible Preferred Stock Purchase Agreement, dated as of December 21, 2001, Watershed-Perficient, LLC purchased 625,000 shares of Series A Convertible Preferred Stock and received Warrants for the purchase of 312,500 shares of our Common Stock in connection with the purchase of Series A Convertible Preferred Stock. All of our Series A Convertible Preferred Stock converted into Common Stock on November 11, 2003. Watershed-Perficient, LLC dissolved during 2003 and distributed its shares of Common Stock and Warrants to its members, one of whom was Robert E. Pickering, Jr., one of our directors.

        On December 10, 2003, Mr. Pickering exercised warrants for 50,500 shares with an exercise price of $1.98 per share.

WWC Capital Group Relationship

        Perficient has paid $236,500 in fees to WWC Capital during 2002 and 2003 for finder and advisory fees for the Vertecon and Javelin acquisitions and other acquisition advisory services. Michael J. Cromwell, III, a director of Perficient, is a co-founder and partner of WWC Capital Group and was a director of Perficient from March 13, 2002 to October 17, 2003.

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ITEM 13—EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

(a)

Exhibits

Exhibit Number	Description
2.1##	Agreement and Plan of Merger, dated as of September 30, 2001, by and among Perficient, Inc., Perficient Vertecon, Inc., Primary Webworks, Inc. d/b/a Vertecon, Inc., and certain shareholders of Vertecon, Inc.
2.2##	Agreement and Plan of Merger, dated as of October 26, 2001, by and among Perficient, Inc., Perficient Javelin, Inc., Javelin Solutions, Inc. and the shareholders of Javelin Solutions, Inc.
3.1+	Certificate of Incorporation of Perficient, Inc.
3.2+	Bylaws of Perficient Inc.
4.1+	Specimen Certificate for shares of common stock.
4.2+	Warrant granted to Gilford Securities Incorporated.
4.3+++	Certificate of Designation, Rights and Preferences of Series A Preferred Stock.
4.4+++	Form of Common Stock Purchase Warrant.
4.5###	Certificate of Designation, Rights and Preferences of Series B Preferred Stock.
4.6###	Form of Common Stock Purchase Warrant.
10.1**	1999 Stock Option/Stock Issuance Plan, including all amendments thereto.
10.2##	Employment Agreement between the Company and John T. McDonald.
10.3+	Form of Indemnity Agreement between Perficient and its directors and officers.
10.4*	Agreement and Plan of Merger, dated as of December 10, 1999, by and among the Registrant, Perficient Acquisition Corp., LoreData, Inc. and John Gillespie (including amendments thereto).
10.5**	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.
10.6***	Registration Rights Agreement, dated as of January 3, 2000 between Perficient and John Gillespie.
10.7***	Subcontract Agreement, dated as of November 4, 1999 between Perficient and Plumtree, Inc.
10.8++	Lease by and between HUB Properties Trust and Perficient.
10.9#	Agreement dated October 10, 2000 between Perficient and International Business Machines, Inc.
10.10##	Employment Agreement with Jeffrey Davis
10.11##	Employment Agreement with Dale Klein
10.12##	Form of Voting Agreement regarding Vertecon Stock Issuance
10.13##	Form of Voting Agreement regarding Javelin Stock Issuance

12

10.14##	Form of Voting Agreement regarding Series A Preferred Stock and Warrants
10.15+++	Convertible Stock Purchase Agreement, dated as of December 21, 2001 by and among Perficient and the Investors listed on Schedule 1 thereto
10.16###	Convertible Stock Purchase Agreement, dated as of June 26, 2002 by and between Perficient and the Investor listed on Schedule 1 thereto.
10.17###	First Amended and Restated Investor Rights Agreement dated as of June 26, 2002 by and between Perficient, Inc. and the Investors listed on Exhibits A and B thereto.
10.18####	Amendment dated August 28, 2003 to existing agreement dated August 17, 2000 between International Business Machines Corporation and Perficient, Inc.
10.19####	Employment agreement with John T. McDonald and Perficient, Inc. dated January 1, 2004.
14.1	Corporate Code of Business Conduct and Ethics
14.2	Financial Code of Ethics
21.1##	Subsidiaries.
23.1####	Consent of Ernst & Young LLP.
31.1	Certification to the Securities and Exchange Commission by Small Business Issuer's Chief Executive Officer and Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1####	Certification of Chief Executive Officer and Chief Financial Officer of Perficient, Inc. pursuant to 18 U.S.C. Section 1350.
99.1####	Loan and security agreement dated December 5, 2003 between Silicon Valley Bank and Perficient, Inc.

+

Previously filed with the Securit ies 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.

+++

Previously filed with the Securities and Exchange Commission as an Exhibit to the Company's Current Report on Form 8-K filed on January 17, 2002 and incorporated herein by reference.

*

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 Appendix to the Company's Proxy Statement filed on April 7, 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.

#

Previously filed with the Securities and Exchange Commission as an Exhibit to the Company's Annual Report on Form 10-KSB filed on April 2, 2001 and incorporated herein by reference.

13

##

Previously filed with the Securities and Exchange Commission as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-73466) incorporated herein by reference.

###

Previously filed with the Securities and Exchange Commission as an Exhibit to the Company's Current Report on Form 8-K filed on July 18, 2002 and incorporated by reference herein.

####

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, 2004 and incorporated herein by reference.

(b)

Reports on Form 8-K

        On October 20, 2003, we filed a Current Report on Form 8-K pursuant to Item 5 (Other Events) to report the voluntary resignation of Michael J. Cromwell, III as a member of the Board of Directors of Perficient, Inc.

        On October 28, 2003, we filed a Current Report on Form 8-K pursuant to Item 12 (Results of Operations and Financial Condition) to report our financial results for the quarter ended September 30, 2003.

        On November 3, 2003, we filed a Current Report on Form 8-K pursuant to Item 9 (Regulation FD Disclosure) to announce updated guidance on revenue for the year ended December 31, 2003, and announced revenue guidance for the quarter ended December 31, 2003.

        We filed a Form 8-K with the Securities and Exchange Commission on November 17, 2003 to report the automatic conversion of outstanding Series A Preferred Stock and Series B Preferred Stock into approximately 2.9 million shares of Perficient common stock.

ITEM 14—PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

        Audit services performed for the Company by Ernst & Young LLP consist of the audit of our annual financial statements for the fiscal year included in our Form 10-KSB and for the reviews of the financial statements included our quarterly reports on Form 10-QSB. Audit fees for fiscal years 2003 and 2002 were $82,500 and $82,750, respectively, and fees for audit-related services were $3,000 and $23,000 in fiscal years 2003 and fiscal 2002, respectively. Audit related services generally include fees for business acquisitions, accounting consultations and SEC registration statements.

Tax Fees

        Aggregate fees billed by Ernst & Young LLP for non-audit related services, consisting mainly of tax consulting and compliance services, totaled approximately $42,000 in fiscal 2002. There were no fees billed by Ernst & Young LLP for non-audit related services in fiscal 2003.

Audit Committee Pre-Approval Policies and Procedures

        It is the Company's policy that all audit and non-audit services to be performed by its principal accountants be approved in advance by the Audit Committee.

14

SIGNATURES

        In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PERFICIENT, INC.
(Registrant)

/s/  JOHN T. MCDONALD John T. McDonald
Chief Executive Officer

April 29, 2004 Date

        In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/  JOHN T. MCDONALD John T. McDonald	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	April 29, 2004
/s/  MICHAEL D. HILL Michael D. Hill	Chief Financial Officer	April 29, 2004
/s/  DAVID S. LUNDEEN David S. Lundeen	Director	April 29, 2004
/s/  DR. W. FRANK KING Dr. W. Frank King	Director	April 29, 2004
/s/  PHILIP J. ROSENBAUM Philip J. Rosenbaum	Director	April 29, 2004
/s/  ROBERT E. PICKERING, JR. Robert E. Pickering, Jr.	Director	April 29, 2004
/s/  MAX D. HOPPER Max D. Hopper	Director	April 29, 2004

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EXPLANATORY NOTE
PART III

ITEM 9—DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

ITEM 10—EXECUTIVE COMPENSATION

ITEM 11—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 12—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 13—EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
ITEM 14—PRINCIPAL ACCOUNTANT FEES AND SERVICES

SIGNATURES

EX-14.1

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Exhibit 14.1

PERFICIENT, INC.

CORPORATE CODE OF BUSINESS CONDUCT AND ETHICS

	Page
General Principles	1
Introduction	2
Business Ethics	2
Employees	5
Record Keeping and Reporting Obligations	10
Compliance with Laws and Company Policies	12
Financial Code of Ethics	Addendum A

Effective as of April 26, 2004

1

PERFICIENT, INC.

CORPORATE CODE OF BUSINESS CONDUCT AND ETHICS

Effective as of April 26, 2004

        This Corporate Code of Business Conduct and Ethics (including the Addendums hereto, this "Code") of Perficient, Inc. (the "Company(1)") was adopted by the Board of Directors of the Company (the "Board") effective as of the date set forth above. This Code replaces the Company's Corporate Governance Policies as in effect immediately prior to the effectiveness of this Code. This Code sets forth the Company's expectations regarding the conduct of employees(2) and directors of the Company while acting on the Company's behalf and also is designed to provide guidelines for dealing with fellow employees, customers, vendors, stockholders, competitors, the communities where we work, conflicts of interest, illegal or unethical behavior and trading in the Company's securities. The Board may amend this Code at any time, consistent with requirements of applicable laws, rules and regulations (including the listing standards of The NASDAQ Stock Market (the "NASDAQ")).

(1)

Except where the context otherwise requires, references in this Code to the "Company" collectively refer to the Company and its subsidiaries.

(2)

Contract personnel temporarily employed by the Company to (i) address increases in workload in a given area or (ii) work on a particular project, are not full time Company employees. Nevertheless, unless otherwise indicated, the term "employees" includes both Company employees and contract personnel. In addition, any consultant, representative, agent, contractor or subcontractor utilized by the Company is prohibited from acting on the Company's behalf in any manner that is inconsistent with this Code.

General Principles

Business Ethics

        It is the policy of the Company that all employees, directors and agents maintain the highest ethical standards and comply with all applicable legal requirements when conducting Company business.

Employees

        We are committed to maintaining employment practices based on equal opportunity for all employees. We will respect each other's privacy and treat each other with dignity and respect. We are committed to providing a safe working environment and an atmosphere of open communication for all employees.

Stockholders

        We are committed to protecting and improving the value of our stockholders' investment through the prudent utilization of Company resources. We also are committed to providing full and fair disclosure of our financial condition and results of operations.

Competitors

        We are committed to competing vigorously and honestly in the information technology services and solutions industry. Our success will be based to a substantial degree on the merits of our competitive ability.

2

Communities

        We are committed to being a responsible corporate citizen of the communities in which we reside. We will abide by all national and local laws, and will endeavor to improve the well-being of our communities.

Introduction

        This Code governs our business decisions and actions. The integrity, reputation and profitability of the Company ultimately depend upon the individual actions of our employees and directors. Each employee and each director is personally responsible and accountable for compliance with this Code.

        This Code serves to assist in defining our ethical principles, and is not all-encompassing. This Code must be interpreted within the framework of the laws and customs of the jurisdictions in which we operate, as well as in the light of specific Company policies and common sense. Each employee and each director has the personal responsibility to apply this Code in good faith and with reasonable business judgment. Reasons such as "everyone does it," or "the competition is doing it," or "it's not illegal" are unacceptable as excuses for violating this Code. We must seek to avoid circumstances and actions that give the appearance of impropriety. This Code will be enforced equitably. Any employee who does not adhere to this Code is acting outside the scope of his or her employment.

Business Ethics

        It is the policy of the Company that all employees, directors and agents of the Company maintain the highest ethical standards and comply with all applicable legal requirements when conducting Company business. Obeying the law both in letter and in spirit is the foundation upon which the Company's ethical standards are built. Although employees and directors are not expected to know every law that is applicable to the Company, it is important that employees and directors know enough to ask questions and seek advice from supervisors, managers, lawyers or other appropriate personnel if they have any doubt regarding the legality of an action taken, or not taken, on behalf of the Company. For this reason, all employees and directors are expected to read and to familiarize themselves with this Code and the Company's other policies, standards and procedures that are applicable to them.

Business and Accounting Practices

        Compliance with generally accepted accounting principals and established internal controls is required at all times. The use of assets of the Company for any unlawful or improper purpose is strictly prohibited.

        Purchasers, vendors, royalty owners, joint interest owners and other third party entities shall be honestly and fairly dealt with, and employees and directors shall conduct business with such parties in a manner that will not impugn or jeopardize the Company's integrity or reputation.

        No payment on behalf of the Company shall be approved without adequate supporting documentation. Also, no payment shall be made with the intention or understanding that any part of the payment is to be used for any purpose other than that described by the documents supporting the payment.

Political Contributions

        Federal, State, Local and Foreign Contributions.    No funds or assets of the Company shall be used, directly or indirectly, for federal, state or local political contributions or for political contributions outside the United States, even where permitted by applicable laws, without the prior written approval of the Board of Directors.

3

        These prohibitions cover not only direct contributions but also indirect assistance or support of candidates or political parties through the purchase of tickets to special dinners or other fund raising events. Also prohibited is the furnishing of any goods, services or equipment to political parties or committees.

        Company-Sponsored Employee Campaign Funds.    No political campaign fund shall be formed by the Company, or on its behalf by the Company's employees or directors, without the prior written authorization of the Board of Directors.

        Individual Employee Campaign Contributions.    The viability of representative government depends upon the political election process. Therefore, the Company encourages its employees and directors, as individual citizens, to make personal political contributions to candidates, parties and committees of their choice. Under no circumstances, however, shall any employee or director be compensated or reimbursed in any way for a personal political contribution. Likewise, no employee shall be favored or prejudiced in any condition of employment or promotion as a result of making or failing to make any such contribution.

Payments and Gifts to Government Officials or Employees

        No funds or assets of the Company shall be paid, loaned, given or otherwise transferred, directly or indirectly, to any federal, state, local or foreign government official or employee or to any entity in which a government official or an employee is known to have a material interest, except in accordance with the following practices and procedures.

        Legitimate Business Transactions.    The Company shall enter into no transaction with any official, employee or entity except for a legitimate business purpose and upon terms and conditions that are fair and reasonable under the circumstances.

        Retention as Attorneys or Consultants.    No government official or employee shall be retained by the Company to perform legal, consulting or other services related to a matter within the scope of his or her official duties or the duties and responsibilities of the governmental body of which he or she is an official or employee.

        Social Amenities, Gifts and Entertainment    Under no circumstance shall the Company's relations with government officials and employees be conducted in any manner that would subject the Company to embarrassment or reproach if publicly disclosed. No gifts of substantial value shall be offered or made and no lavish entertainment shall be offered or furnished to any government official or employee. Social amenities, reasonable entertainment and other courtesies may be extended to government officials or employees only to the extent clearly appropriate under applicable customs and practices. Any expenses incurred by an employee or a director in connection therewith shall be specifically designated as such on the employee's or director's related expense account and specifically reviewed and approved by an officer (or, if the employee is an officer, another officer) of the Company.

Foreign Transactions and Payments

        Having due regard for and recognition of the responsibilities arising from and attendant to international operations, it is the Company's policy that all of its employees, directors, consultants, representatives, agents, contractors and subcontractors shall comply with the ethical standards and applicable legal requirements of each foreign country in which Company business is conducted.

        Foreign Deposits and Accounts.    All accounts established and maintained abroad by the Company shall be clearly identified on the Company's books and records in the name of the Company unless otherwise approved in writing by the Company's chief financial officer and another officer of at least vice president rank.

4

        All cash payments received abroad by the Company shall be promptly recorded on the Company's books of account and deposited in an account maintained with a bank or other institution approved by the Company's chief financial officer. No funds shall be maintained abroad by the Company in the form of negotiable currency except to the extent reasonably required for normal business operations.

        Sales and Purchases of Goods or Services Abroad.    All payments and billings for goods or services abroad shall be made in such a manner that public disclosure of the full details thereof will not impugn or jeopardize the Company's integrity or reputation.

        Foreign sales of goods or services by the Company shall be billed to the purchaser by written invoice setting forth, in reasonable detail, the goods or services involved and the correct amounts due the Company. Any amount billed subject to refund shall be separately identified on such invoice.

        Each payment by the Company for goods or services purchased abroad shall be supported by documentation reflecting the purpose and nature of such payment. All payments of fees and commissions to attorneys, consultants, advisors, agents, dealers and representatives shall be made by check, draft or other documentary transfer drawn to the order of the party duly entitled thereto and shall be made under written contract except where services are routine in nature and arise out of the Company's ordinary course of business.

        No payment shall be made directly to an account maintained by a party in a country other than that in which such party resides or maintains a place of business or has rendered the services for which the payment is made, except under circumstances giving no reasonable grounds for belief that the Company would thereby violate any local income tax or exchange control laws.

        Payments to Employees Working Abroad.    United States citizens employed by the Company shall comply with all applicable tax and currency control laws of their place of principal employment. No such employee residing abroad shall be paid any portion of his or her salary elsewhere than in his or her country of residence without the written approval of the Company's chief financial officer.

Employees

Equal Employment Opportunity

        It is our policy to afford equal employment opportunities to all qualified individuals in all aspects of the employment relationship.

Employee Development

        The Company is dedicated to promoting the development and enhancement of work-related skills of fulltime employees. The Company expects each full-time employee to play an important role in assessing his or her training and development needs and, if there is a concern such needs are not being met, to discuss the same with his or her supervisor.

Workplace Environment

        The Company is committed to providing its employees with a safe employment environment, free from discrimination or harassment and conducive to productive work.

Sexual and Other Unlawful Harassment

        It is the policy of the Company to treat all employees with respect and dignity. The Company prohibits any form of harassment including harassment based on an employee's gender, race, national origin, religion, age or disability.

5

        Harassment is verbal or physical conduct that denigrates or shows hostility or aversion toward an individual because of his or her race, color, religion, gender, national origin, age or disability, or that of his or her relatives, friends or associates, and that:

•

has the purpose or effect of creating an intimidating, hostile or offensive working environment;



•

has the purpose or effect of unreasonably interfering with an individual's work performance; or



•

otherwise adversely affects an individual's employment opportunities.

        Examples of harassing conduct include:

•

epithets, slurs or negative stereotyping, or threatening, intimidating or hostile acts, that relate to race, color, religion, gender, national origin, age or disability; and



•

written or graphic material that denigrates or shows hostility or aversion toward an individual or group because of race, color, religion, gender, national origin, age or disability and that is placed on walls or bulletin boards, in e-mail or elsewhere on the Company's premises, or circulated in the workplace.

        Unwelcomed sexual advances or requests for sexual favors constitute sexual harassment when submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment, or submission to, or rejection of, such conduct by an individual is used as a basis for employment decisions affecting such individual. Other sexually harassing conduct includes:

•

unwelcome sexual flirtations, advances or propositions;



•

verbal or written abuse of a sexual nature;



•

graphic, verbal or written comments about an individual's body;



•

sexually degrading words used to describe an individual; and



•

the display, in the workplace, of sexually suggestive objects or pictures.

        Any person who believes he or she has been or is being subjected to harassment based on his or her gender, race, national origin, religion, age or disability should bring the matter to the attention of his or her supervisor, a member of management or the local human resources manager. Any person who believes that unlawful harassment has occurred or is occurring should promptly report such conduct to one of the above persons regardless of the position of the offending person. Reports should be made as soon as possible (usually within 24 hours) to enable the Company to facilitate prompt and thorough investigations and enable the Company to eradicate harassment. Employees should not wait for a situation to become worse or unbearable before making a report.

        All complaints will be promptly investigated. It is intended that the privacy of the persons involved will be protected, except to the extent necessary to conduct a proper investigation. If the investigation substantiates that the complaint is valid, immediate corrective action designed to stop the harassment and prevent its reoccurrence will be taken. Such corrective action may, in appropriate instances, include discipline (up to and including discharge) of the offending person.

        Nothing in this policy requires any person complaining of harassment to present the matter to the individual who is the subject of the complaint. Any person who believes she or he has been or is being subjected to harassment, or who believes she or he has observed harassment, and who reports the matter pursuant to this policy, shall not be retaliated against or adversely treated, with respect to terms and conditions of employment, because of the making of the report.

        All supervisors and managers have the responsibility to eliminate all harassing behavior. This responsibility includes communicating the Company's anti-harassment policy, educating all employees under their supervision about the policy and how to use it, and enforcing the policy.

6

Drug and Alcohol Abuse

        Drug abuse in the workplace is strictly prohibited. Furthermore, employees are required to report to work free from the presence of illegal or prohibited drugs in their systems. Alcohol use by employees on the job, unless authorized by the Company, is also prohibited. It is the individual employee's responsibility to abide by the Company's drug and alcohol policy.

Protection of Assets

        Each employee and each director is responsible for the proper use, conservation and protection of the Company's assets. Theft, carelessness and waste have a direct impact on the Company's profitability. Company assets and equipment should only be used for legitimate business purposes, although incidental personal use of assets and equipment may be permitted in some circumstances.

Confidentiality

        Employees and directors shall maintain the confidentiality of information entrusted to them by the Company. Information that is learned about other companies (such as suppliers, customers and business partners) in the course of Company business that is not generally available to the public also must be kept confidential. The obligation to preserve confidential information shall continue even after the employment or other relationship with the Company ends. Any documents, papers, records or other tangible items that contain trade secrets or proprietary information are the property of the Company.

        Examples of confidential information include:

•

information about potential, proposed or completed acquisitions, mergers or other purchases or sales of data or technology;



•

financial information including historical, current and projected financial results, unless publicly announced;



•

information about future plans or changes in the Company's operations;



•

information about liquidity, borrowings, security offerings, security repurchases or redemptions or changes in previously disclosed financial information;



•

changes in management; and



•

information about significant litigation.

        All employees should assume that any of the type of information listed above that is received from an outside company or individual has been disclosed on the condition that it be kept confidential, whether or not there exists a written confidentiality agreement.

        Employees should not disclose confidential information to anyone except those employees or authorized representatives who have a "need to know." Precautions should be taken to avoid inadvertent disclosure. Examples of precautions that should be taken to avoid inadvertent disclosure include:

•

avoiding discussion of confidential information in public places;



•

keeping sensitive documents in secure areas or in envelopes or folders marked "confidential" as appropriate; and



•

ensuring that documents are not left in non-secure locations such as the photocopy room or at the facsimile machine.

7

Electronic and Computer Policy

        Purpose.    The Company maintains appropriate computer hardware, electronic mail system, software and Internet access to assist in conducting the business of the Company. In general, the Company allows employees to utilize the computer system for personal business. However, such usage should not violate any of the policies of the Company (such as policies outlined in the Perficient Employee Manual) or hamper the productivity of the employee or their co-workers. Additionally, listed below are other items to be aware of when utilizing these systems.

        Property of the Company; No Right to Privacy.    The electronic mail system hardware/software is Company property. Electronic messages are public communication and are not private. The Company reserves the right to review, audit, intercept, access and disclose within the Company or to law enforcement or other third parties all communications (including text and images) created, received or sent over the electronic mail or Internet system for any purpose without the prior consent of the sender or the receiver. The Company may advise appropriate officials of any illegal activities.

        Content of Messages.    Messages distributed over Company or division-wide e-mail addresses should be related to the business of the Company and appropriate distribution lists should be used based on the content of the message. The electronic mail or Internet system may not be used to solicit or proselytize for commercial ventures, religious or political causes, outside organizations or other non job related solicitations.

        The electronic mail or Internet system is not to be used to create any offensive or disruptive messages. Among those that are considered offensive are any messages that contain sexual implications, racial slurs, gender specific comments or any other comment that offensively addresses someone's age, sexual orientation, religious or political beliefs, national origin or disability.

        Copyrighted and Other Protected Materials.    Neither the electronic mail system nor the Internet is to be used to send (upload) or receive (download) copyrighted materials, trade secrets, proprietary financial information or similar materials without prior authorization.

Conflicts of Interest

        The term "conflict of interest" describes any circumstance that could cast doubt on a person's ability to act with total objectivity with regard to the Company's interests. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board. Any employee or director who becomes aware of a conflict should bring it to the attention of a supervisor, management or other appropriate personnel. All employees must deal with vendors, customers and others doing business with the Company in a manner that avoids even the appearance of conflict between personal interests and those of the Company.

        Although it is impossible to list all potential conflict of interest situations, the following examples represent a few situations where a conflict of interest could arise:

•

a direct or indirect financial interest in any business or organization that is a Company vendor or competitor, if the employee or director can influence decisions with respect to the Company's business with respect to such business or organization;



•

serving on the board of directors of, or being employed in any capacity by, a vendor, competitor or customer of the Company; and

        Relationships, including business, financial, personal and family, may give rise to conflicts of interest or the appearance of a conflict. Employees should carefully evaluate their relationships as they

8

relate to Company business to avoid conflict or the appearance of a conflict. To avoid conflicts of interest or the appearance of a conflict:

•

Employees and directors should not have an undisclosed relationship with, or financial interest in, any business that competes or deals with the Company; provided that the ownership of less than



•

1% of the outstanding shares, units or other interests of any class of publicly traded securities is acceptable.



•

Employees are prohibited from directly or indirectly competing, or performing services for any person or entity in competition with, the Company.



•

Employees should comply with the policies set forth in this Code regarding the receipt or giving of gifts, favors or entertainment.



•

A full-time employee should obtain the approval of his or her supervisor before serving as a trustee, regent, director or officer of a philanthropic, professional, national, regional or community organization or educational institution. This policy applies where significant time spent in support of these functions may interfere with time that should be devoted to the Company's business.



•

Employees may not sell or lease equipment, materials or property to the Company without appropriate corporate authority.



•

Employees should purchase Company equipment, materials or property only on terms available to the general public.

        The Company recognizes that the exercise of judgment is required in determining the applicability of this conflicts of interest policy to any given situation. Primary responsibility for conduct within the letter and spirit of this policy must rest with each employee.

Corporate Opportunities

        Employees and directors are prohibited from:

•

taking for themselves or family members or affiliates opportunities that are discovered through the use of corporate property, information or position; and



•

using corporate property, information or position for direct or indirect personal gain.

Non-employee directors are not prohibited from, and the Company hereby renounces any interest or expectancy in, pursuing any opportunity that is presented to a non-employee director other than primarily in such person's capacity as a director of the Company.

Vendors

        It is our policy to purchase all equipment and services on the basis of competitive pricing or merit. Company vendors will be treated with integrity and without discrimination.

Gift Giving and Receiving

        The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships. No gift, favor or entertainment with respect to existing or potential customers, suppliers or business partners of the Company or otherwise relating to Company business

9

should ever be offered, given, provided or accepted by any employee or director or any family member of an employee or director unless it:

•

is not a cash gift;



•

is consistent with customary business practices;



•

is not excessive in value;



•

cannot be construed as a bribe or payoff;



•

does not violate any laws or regulations; and



•

is in accordance with previously approved practices or is approved in advance by the employee's supervisor or an officer of the Company.

Communication

        The Company is committed to providing communication channels that encourage self-expression and open dialog relative to responsible opinions, attitudes and concerns. The Company is also committed to follow-up on those expressions and to ensure proper management response. Each employee and each director is encouraged and expected to direct his or her questions or concerns regarding this Code and its application to the affairs of the Company to his or her supervisor, a member of management or the local human resources manager.

Consultants, Representatives, Agents, Contractors and Subcontractors

        Consultants, representatives, agents, contractors and subcontractors of the Company must not act on the Company's behalf in any manner that is inconsistent with this Code or any applicable laws or regulations.

Record Keeping and Reporting Obligations

Accuracy of Company Records

        Company supervisors are responsible for maintaining an effective system of administrative and accounting controls in their areas of responsibility. Internal controls provide the Company with a system of "checks and balances" to help insure that administrative and accounting policies are complied with throughout the organization. In addition to being necessary and good business practice, this policy promotes compliance with applicable securities laws. Administrative controls promote organizational effectiveness and help establish a uniform direction for employee efforts.

        In administering the system of internal controls, supervisors should communicate to their subordinates all Company policies that apply to their job. Supervisors also should show leadership in adhering to the policies and enforcing them. Reasonable procedures for carrying out Company policies and preventing deviations should be established. In keeping with the Company's management style, supervisors have considerable discretion in developing these procedures, which should be kept to a minimum within the spirit of the requirements of this policy. If deviations from policy do occur, appropriate (i.e., fair, but firm) disciplinary action may be necessary.

        In carrying out their responsibility for administering accounting controls, supervisors must ensure that:

•

business transactions of all kinds are executed by employees authorized to do so;



•

access to assets of all kinds (e.g., cash, inventory, property, etc) is permitted only with authorization by appropriate management levels;

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•

business transactions are reported as necessary to (a) permit preparation of accurate financial and other records and (b) clearly reflect the responsibility for assets; and



•

records identifying the responsibility for assets are compared with actual assets at reasonable intervals and appropriate action is taken if there are discrepancies.

        Supervisors should ensure that records are timely made and accurately and fairly represent all business transactions. This means that:

•

all assets and transactions must be recorded in normal books and records;



•

no unrecorded funds shall be established or maintained for any purpose;



•

records shall not be falsified in any manner; and



•

oral and written descriptions of transactions, whether completed or contemplated, must be full and accurate and special care must be exercised in describing transactions to those responsible for the preparation or verification of financial records to avoid any misleading inferences.

Record Retention

        The retention or disposal of Company records shall be in accordance with established policies and legal requirements.

Financial Code of Ethics

        The Company's Financial Code of Ethics (the "Financial Code") contains the ethical principles by which the chief executive officer, chief financial officer and controller or principal accounting officer or, if no person holds any of such offices, the person or persons performing similar functions (the "Senior Financial Officers") are expected to conduct themselves when carrying out their duties and responsibilities. The Financial Code is attached to this Code as Addendum A and is incorporated herein by reference. All employees (including the Senior Financial Officers) and directors of the Company should carefully review and understand the Financial Code.

Reporting Obligations and Compliance

        The Company proactively promotes accurate and timely disclosure of material information relating to the Company, its results of operations and its financial condition. Accordingly, employees shall promptly bring to the attention of the chief financial officer of the Company:

•

any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings; and



•

any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls that could adversely affect the Company's ability to record, process, summarize and report financial data, (b) false or materially inaccurate records or (c) any fraud, whether or not material.

Employees also may report such matters confidentially and anonymously by following certain complaint and reporting procedures as to be determined by the Audit Committee and published on the Company's website.

        The Company does not permit retaliation of any kind for good faith reports of possible ethical or legal violations or of other material information. Persons making a report knowing it is false or willfully disregarding its truth or accuracy, or engaging in any other bad faith use of the reporting system, are in violation of this Code.

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Compliance with Laws and Company Policies

        It is the policy of the Company that all employees and directors of the Company and all consultants, representatives, agents, contractors and subcontractors utilized by the Company maintain the highest ethical standards and comply with all applicable legal requirements when conducting Company business. Obeying the law both in letter and in spirit is the foundation upon which the Company's ethical standards are built. Although employees and directors are not expected to know every law that is applicable to the Company, it is important that employees and directors know enough to ask questions and seek advice from supervisors, managers, lawyers or other appropriate personnel if they have any doubt regarding the legality of an action taken, or not taken, on behalf of the Company. For this reason, all employees and directors are expected to read and to familiarize themselves with this Code and the Company's other policies, standards and procedures that are applicable to them.

Insider Trading and Transactions in Company Securities

        Purchasing or selling, whether directly or indirectly, securities of the Company while in possession of material non-public information is both unethical and illegal. Employees and directors also are prohibited by law from disclosing material non-public information to others who might use the information to directly or indirectly place trades in the Company's securities.

        Pursuant to the rules under the Securities Exchange Act of 1934, most purchases or sales of securities of the Company by directors, executive officers and 10% stockholders must be disclosed within two business days of the transaction. Employees and directors who are subject to these reporting requirements must comply with the Company's policies and procedures regarding short-swing trading and reporting requirements.

Health, Safety and Environmental Matters

        The Company will conduct its operations in a manner that safeguards the environment. The Company believes the promotion of health, safety and sound environmental practice to be of fundamental importance to the welfare of the Company and its stockholders and employees. In this regard, the Company has established policies, procedures and plans for the conduct of its operations in compliance with applicable environmental laws and regulations that must be complied with by all employees. Communication from employees on health, safety and environmental matters is invited by management and is seen as being a key factor in achieving the Company's goals.

Foreign Corrupt Practices Act

        The Foreign Corrupt Practices Act (the "FCPA") prohibits covered companies (including the Company) and their stockholders, directors, agents, officers and employees from directly or indirectly offering, promising to pay or authorizing the payment of any money or anything of value to a foreign official for the purpose of:

•

influencing any act or decision of the foreign official;



•

inducing the foreign official to do or omit doing any act in violation of his lawful duty; or



•

inducing the foreign official to use his influence to assist in obtaining or retaining business for or directing business to any person.

        The FCPA also prohibits the offering or paying of anything of value to any person if it is known that all or part of the offer or payment will be used for the prohibited acts noted above. This covers situations in which intermediaries (for example, foreign affiliates or agents) are used to channel payoffs to foreign officials.

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        The term "foreign official" is defined quite broadly in the FCPA to encompass any person acting in an official capacity on behalf of a foreign government, agency, department or instrumentality, including state-owned business enterprises. Further, the FCPA includes within the term "foreign official" any foreign political party, officials of a political party and candidates for foreign political office (or their representatives).

        Making payments of the type enumerated above is strictly prohibited. Any employee or director who makes or receives any such payment is subject to action by the Company (including immediate termination) as well as to the legal consequences of applicable federal, state or foreign law and any attendant criminal or civil sanctions.

        On occasion, a minor payment to a foreign government employee may be required in order to expedite or secure the performance of routine governmental action. Such "facilitating payments" may not violate the FCPA or any applicable local (foreign) law or custom if made for the purpose of expediting (rather than influencing) a particular decision that is classified as a "routine governmental action." The term "routine governmental action" only includes those actions that are ordinarily and commonly performed by a foreign official in:

•

obtaining permits, licenses or other official documents to qualify a person to do business in a foreign country;



•

processing governmental papers, such as visas and work orders;



•

providing police protection, mail pick-up and delivery or scheduling inspections associated with contract performance or inspections related to transit of goods across country;



•

providing phone service, power and water supply, loading and unloading cargo or protecting perishable products or commodities from deterioration; or



•

actions of a similar nature.

Specifically excluded from the term "routine governmental action" is any decision as to whether, or on what terms, to award new or continuing business or to encourage such a decision.

        Facilitating payments must be strictly controlled, and every effort should be made to eliminate or minimize such payments. Since the law is complex and may cause some confusion as to the propriety of making facilitating payments, no approval for a facilitating payment may be given until it has been determined that such payment is consistent with all applicable laws and the following criteria:

•

the assistance sought on the Company's behalf and for which payment is made is clearly action that is routine governmental action that the person receiving the payment is legally required to provide;



•

the payment is made only to facilitate the action;



•

such a payment is customary in the geographical area in question; no reasonable alternative to making the payment exists; and



•

the duties of the person receiving the payment are determined to be routine governmental action by the senior Company official in the country involved, if any, in consultation with local counsel, if available, and in consultation with the Company's legal counsel.

        Facilitating payments must be fully and completely accounted for and reported in the books and records of the Company. Accordingly, all facilitating payments shall be recorded in the general ledger of the appropriate entity in a separate general/subsidiary ledger account to be designated by the controller of the Company. As soon as practicable after the end of each quarter, the controller shall prepare a report of facilitating payments made during the quarter just ended by each affected entity for review by the applicable local representative of the Company, the Company's legal counsel and the

13

Audit Committee of the Board. The recipients of the report shall review the same to determine that any payments made during the period under review were of the nature permitted by this Code.

Sanctions for Violation of the FCPA

        The following sanctions may be imposed for violations of the FCPA:

•

a company may be fined up to $2,000,000 plus be subjected to a $10,000 civil penalty for each violation; and



•

an officer, employee, director, stockholder or agent who willfully violates the FCPA may be fined up to $100,000, imprisoned up to five years or both plus be subject to a $10,000 civil penalty for each violation.

The FCPA specifically prohibits the Company from paying, directly or indirectly, any fine imposed upon an officer, employee, director, stockholder or agent.

        Any questions concerning the policies set forth above or the FCPA should be directed to the Company's legal counsel.

Antitrust Compliance

        The objective of the U.S, antitrust laws is to promote competition and to prevent any unlawful combination or conspiracy among competitors. This objective is accomplished by a prohibition against unreasonable restraints of trade, both in the United States and abroad. Many foreign countries have similar laws. The Company is committed to abiding by the antitrust laws of every jurisdiction in which the Company does business. Each employee and each director is responsible for compliance with applicable antitrust laws.

        Under U.S. law, certain agreements with competitors are unlawful per se (i.e., "in and of themselves") and no question as to their reasonableness from a business or commercial viewpoint is allowed. The law provides severe criminal and civil penalties for per se violations. Such violations include agreements or understandings with any competitor to:

•

fix, stabilize or control prices, including resale prices;



•

allocate products, customers or territories;



•

boycott certain customers or suppliers; or



•

refuse to engage in the manufacture or sale of, or to limit production or sale of, any product or product line.

Agreements with customers that restrict a customer's resale prices are also unlawful per se. In no event shall any employee or director engage in any discussions, agreements or understandings with any competitor (whether by telephone, correspondence, at meetings or otherwise) with respect to any matter that would constitute a per se violation of antitrust laws. This prohibition against discussion of prices includes proposed price changes, price deviations and any form of price stabilization.

        In addition to agreements that are unlawful per se, other agreements with competitors or customers can violate U.S. antitrust laws. Whether or not these other agreements are unlawful is determined by the "Rule of Reason" test. Under this test the courts determine whether (in light of the particular facts) a certain transaction, practice or other agreement results in an "unreasonable" restraint of trade. Since such a determination involves a legal analysis of the reasonableness of the action, the purposes of the parties and the probable effects upon competition, it is essential that legal advice be obtained on a continuing basis.

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        Employees and directors should seek legal advice from the Company's legal counsel whenever any question arises as to the possible application of antitrust laws and be guided by the advice received.

Timely Reporting

        All reports and other filings with governmental agencies shall be filed in a timely manner in compliance with applicable laws.

Illegal or Unethical Behavior

        The Company proactively promotes ethical behavior. Employees should report violations of applicable laws, rules and regulations (including the listing standards of the NASDAQ), this Code or any other code, policy or procedure of the Company to appropriate personnel or via the address published on the Company's website as described below under the heading "How to Report Illegal or Unethical Behavior." Officers of the Company should report any such violation to the chief executive officer and the chief financial officer. Employees and directors are expected to cooperate in internal investigations of misconduct. Management and the senior internal auditing executive shall report to the Audit Committee of the Board any material violation of applicable laws, rules or regulations (including the listing standards of the NASDAQ), this Code or any other code, policy or procedure of the Company relating to compliance with applicable laws, rules and regulations.

How to Report Illegal or Unethical Behavior

        If an employee encounters a situation that may involve illegal or unethical behavior, the employee should:

•

Make sure to have all the facts.    In order to reach the right solutions, all relevant information must be known.



•

Ask what he or she specifically is being asked to do and whether it seems unethical or improper.    This will enable employees to focus on the specific question, and the alternatives he or she has. If something seems unethical or improper, it probably is.



•

Understand each person's individual responsibility and role.    In most situations, there is shared responsibility. Are other colleagues informed? It may help to get others involved and discuss the problem.



•

Discuss the problem with a supervisor.    This is the basic guidance for all situations. In many cases, supervisors will be more knowledgeable about the question and will appreciate being brought into the decision making process.



•

Seek help from Company resources.    In the rare case where it may not be appropriate to discuss an issue with a supervisor, or where a supervisor is not available to answer a question, employees should discuss it with the local office manager or human resources manager. If that also is not appropriate or if a satisfactory resolution is not obtained, employees should use the independent address established by the Company. The address is posted on the Company's website. Please see the Complaint and Reporting Procedures attached to this Code as Addendum B.



•

Report ethical violations in confidence and without fear of retaliation.    If the situation so requires, an employee's anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.



•

Always ask first, act later.    When unsure of what to do in any situation, employees should seek guidance and ask questions before the action in question is taken.

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Waivers

        Consents obtained pursuant to this Code, or waivers of any provision of this Code, shall be made only by the Nominating Committee of the Board; provided that such committee may defer such matters to the full Board. Persons seeking a waiver should be prepared to disclose all pertinent facts and circumstances, respond to inquiries for additional information, explain why the waiver is necessary, appropriate or in the best interest of the Company and comply with any procedures that may be required to protect the Company in connection with a waiver. If a waiver of this Code is granted for an executive officer or director, appropriate disclosure will promptly be made in accordance with applicable laws, rules and regulations (including the listing standards of the NASDAQ).

Violations

        Each person is accountable for his or her compliance with this Code. Violations of this Code may result in disciplinary action against the violator, including counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment or restitution. Each case will be judged on its own merits.

Consultants, Representatives, Agents, Contractors and Subcontractors

        Consultants, representatives, agents, contractors and subcontractors of the Company must not act on the Company's behalf in any manner that is inconsistent with this Code or any applicable laws or regulations.

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Exhibit 14.1

PERFICIENT, INC. CORPORATE CODE OF BUSINESS CONDUCT AND ETHICS
PERFICIENT, INC. CORPORATE CODE OF BUSINESS CONDUCT AND ETHICS Effective as of April 26, 2004

EX-14.2

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ADDENDUM A

Exhibit 14.2

PERFICIENT, INC.
Financial Code of Ethics

Effective as of April 26, 2004

        This Financial Code of Ethics (this "Financial Code") of Perficient, Inc. (the "Company") was adopted by the Board of Directors of the Company (the "Board") effective as of the date set forth above. This Code replaces the Company's Code of Ethics for CEO, CFO and Other Senior Financial Officials as in effect immediately prior to the effectiveness of this Code.

        This Financial Code sets forth the ethical principles by which the chief executive officer, chief financial officer and controller or principal accounting officer or, if no person holds any of such offices, the person or persons performing similar functions (the "Senior Financial Officers") are expected to conduct themselves when carrying out their duties and responsibilities. The Senior Financial Officers also must comply with the Company's Corporate Code of Business Conduct and Ethics.

Ethical Principles

        In carrying out his or her duties to and responsibilities for the Company, each Senior Financial Officer shall:

1.

act ethically with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;



2.

avoid conflicts of interest by:



•

disclosing to the Audit Committee of the Board any material transaction or relationship that reasonably could be expected to give rise to such a conflict; and



•

complying with the procedures, limitations, additional disclosure and reporting obligations and other requirements that the Audit Committee may establish to mitigate or eliminate the conflict of interest or its effects on the Company;



3.

provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the United States Securities and Exchange Commission and in other public communications that the Company makes;



4.

comply in all material respects with all applicable laws, rules and regulations of national, state, provincial and local governments;



5.

act in good faith, responsibly, with due care and diligence, without misrepresenting material facts or allowing his or her independent judgment on behalf of the Company to be subordinated to other interests; and



6.

promote ethical behavior by others in the work environment.

Waivers

        Consents obtained pursuant to this Financial Code, or waivers of any provision of this Financial Code, shall be made only by the Nominating Committee of the Board; provided that such committee may defer such matters to the full Board. Persons seeking a waiver should be prepared to disclose all pertinent facts and circumstances, respond to inquiries for additional information, explain why the

1

waiver is necessary, appropriate, or in the best interests of the Company, and comply with any procedures that may be required to protect the Company in connection with a waiver. If a waiver of this Financial Code is granted, appropriate disclosure will be made promptly in accordance with applicable laws, rules and regulations (including the listing standards of The NASDAQ Stock Market (the "NASDAQ")).

Compliance Procedures

        Enforcement of sound ethical standards is the responsibility of every employee and director of the Company. Violations and reasonable suspicions of violations of this Financial Code should be reported promptly to the Audit Committee of the Board. The reporting person should make full disclosure of all pertinent facts and circumstances, taking care to distinguish between matters that are certain and matters that are suspicions, worries or speculation, and also taking care to avoid premature conclusions or alarmist statements since the situation may involve circumstances unknown to the reporting person. If the situation so requires, the reporting person may report anonymously by following certain complaint and reporting procedures as to be determined by the Audit Committee for the confidential, anonymous submission of such matters. The procedure for such submission are to be published on the Company's website when approved by the Audit Committee. The Company does not permit retaliation of any kind for good faith reports of possible ethical violations. Persons making a report knowing it is false or willfully disregarding its truth or accuracy, or engaging in any other bad faith use of the reporting system, are in violation of the Company's Corporate Code of Business Conduct and Ethics.

        Each employee and each director of the Company shall be provided a copy of this Financial Code. Each Senior Financial Officer shall sign a written affirmation acknowledging that such Senior Financial Officer has received and read this Financial Code and understands it contents. The affirmation may be separate from or included within another affirmation or acknowledgment relating to codes of conduct and ethics, employee manuals, handbooks or other materials supplied to Senior Financial Officers. Any employee or director to whom this Financial Code has been provided may be required, from time to time, to sign a written affirmation stating that such person (a) has received and read this Financial Code and understands its contents and (b) has no knowledge of any violation of this Financial Code that has not been communicated previously to the Audit Committee of the Board or the designated address published on the Company's website as described above.

Violations

        Each person is accountable for his or her compliance with this Financial Code. Violations of this Financial Code may result in disciplinary action against the violator, including counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment or restitution. Each case will be judged on its own merits.

Amendments

        The Board may amend this Financial Code at any time, consistent with the requirements of applicable laws, rule and regulations (including the listing standards of the NASDAQ). Any amendments to this Financial Code must be promptly disclosed in accordance with such requirements.

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Exhibit 14.2

PERFICIENT, INC. Financial Code of Ethics Effective as of April 26, 2004

EX-31.1

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Exhibit 31.1

Certification of Annual Report

        I, John T. McDonald, certify that:

1.

I have reviewed this annual report on Form 10-KSB/A of Perficient, Inc.;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

c)

disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.

Date: April 29, 2004

/s/  JOHN T. MCDONALD John T. McDonald
Chairman and Chief Executive Officer
(Principal Executive Officer)

Certification of Annual Report

        I, Michael D. Hill, certify that:

1.

I have reviewed this annual report on Form 10-KSB/A of Perficient, Inc.;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

c)

disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.

Date: April 29, 2004

/s/  MICHAEL D. HILL Michael D. Hill
Chief Financial Officer
(Principal Accounting Officer)

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Exhibit 31.1

Certification of Annual Report
Certification of Annual Report