0001085869-12-000027.txt : 20120601 0001085869-12-000027.hdr.sgml : 20120601 20120601123714 ACCESSION NUMBER: 0001085869-12-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120601 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120601 DATE AS OF CHANGE: 20120601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERFICIENT INC CENTRAL INDEX KEY: 0001085869 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 742853258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15169 FILM NUMBER: 12882413 BUSINESS ADDRESS: STREET 1: 520 MARYVILLE CENTRE DRIVE STREET 2: SUITE 400 CITY: SAINT LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 3145293600 MAIL ADDRESS: STREET 1: 520 MARYVILLE CENTRE DRIVE STREET 2: SUITE 400 CITY: SAINT LOUIS STATE: MO ZIP: 63141 8-K 1 form8k_nascent.htm FORM 8-K form8k_nascent.htm

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 1, 2012


  PERFICIENT, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
 
001-15169
 
74-2853258
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
         
520 Maryville Centre Drive, Suite 400
St. Louis, Missouri 63141
(Address of principal executive offices including zip code)
         
(314) 529-3600
Registrant's telephone number, including area code:
         

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





 
 

 


Item 7.01
Regulation FD Disclosure.

On June 1, 2012, Perficient, Inc. issued a press release announcing the acquisition of substantially all of the assets of Nascent Systems, LP. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information in this Item 7.01 and the attached Exhibit 99.1 is deemed to be furnished and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 
Item 9.01
 
Financial Statements and Exhibits.

(d)
Exhibits.
 
Exhibit No.
Description
99.1
Press Release dated June 1, 2012


 
 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: June 1, 2012 
 
PERFICIENT, INC. 
 
 
   
By:
/s/ Paul E. Martin
     
Paul E. Martin 
     
Chief Financial Officer 


 
 

 


PERFICIENT, INC.

EXHIBIT INDEX
 
Exhibit No.
Description
99.1
Press Release dated June 1, 2012


 
 

 

EX-99.1 2 exhibit99_1.htm PRESS RELEASE DATED JUNE 1, 2012 exhibit99_1.htm
Exhibit 99.1
 
News Release
For more information, please contact:
Bill Davis, Perficient, Inc., (314) 529-3555
bill.davis@perficient.com

FOR IMMEDIATE DISTRIBUTION

PERFICIENT ACQUIRES NASCENT SYSTEMS
Addition of Oracle ERP skills to Perficient solutions portfolio creates meaningful cross-sell opportunities

St. Louis (June 1, 2012)Perficient, Inc. (NASDAQ: PRFT), a leading information technology consulting firm serving Global 2000 and other large enterprise customers throughout North America, today announced that it has acquired Dallas-based Nascent Systems LP (“Nascent”), a  $17 million annual services revenue business and technology consulting firm focused on Oracle ERP solutions, utilizing the Oracle E-Business Suite.

The transaction will increase Perficient’s current annualized revenues to nearly $340 million and is expected to be accretive to earnings per share immediately.

“We’re pleased to add Nascent’s Oracle EBS expertise to Perficient’s solutions portfolio in this well-structured transaction,” said Jeffrey Davis, Perficient’s chief executive officer and president. “Nascent is a well-run business that has realized consistent growth and impressive margins while building its reputation as a leading provider of Oracle ERP solutions to the world’s leading enterprises. Enterprises accustomed to engaging Perficient for our deep expertise across a broad solutions portfolio can now leverage our business and technology consultants for ERP implementations as well. ”

“Given our existing leadership around Oracle CRM and EPM solutions, we view Oracle ERP as a significant cross-selling and growth opportunity within our existing client base,” said Kathy Henely, Perficient’s chief operating officer. “Nascent’s strong presence in the Texas, Oklahoma, Louisiana and Arkansas (TOLA) markets builds upon our already substantial footprint in those important markets, while their national delivery model and fully mobile workforce is something we’ll have the immediate capacity to leverage across our entire client base.”

The acquisition of Nascent also:

§  
Increases Perficient’s market presence in the TOLA markets;
§  
Adds more than 70 consulting, technology, sales and support professionals; and
§  
Adds client relationships with enterprise customers including Alpha Natural Resources, AMC Entertainment, Boardwalk Pipeline, Emerson Process Management, GENBAND, TD Ameritrade and many others.

All Nascent partners will join Perficient in key leadership roles.  Co-Founder and Chief Executive Chris Wilson will join as a General Manager and report directly to Don Kasica, vice president of Perficient’s Oracle operations. Nascent partners Stuart Massey, Mike Williamson and Joseph Hayes also join Perficient.

“Perficient is well known for its expertise across many technology platforms and is already perceived as one of the finest Oracle implementation partners in the country,” said Wilson. “Joining the Perficient team accelerates our collective opportunities for further growth and success.”
 
 
 

 

The consideration paid in the transaction is approximately $18.1 million and includes $11.3 million in cash and approximately $6.8 million worth of Perficient common stock (based on the average closing price of Perficient’s common stock on the NASDAQ Global Select Market for the thirty trading days immediately preceding the acquisition close per the terms of the acquisition agreement).

Randy Grigg, managing partner of Ridgecrest Advisors, advised Perficient on the transaction in his capacity as a registered investment banking agent of Burch & Company, Inc.

#            #            #

About Perficient
Perficient is a leading information technology consulting firm serving Global 2000 and enterprise customers throughout North America. Perficient’s professionals serve clients from a network of offices across North America and three offshore locations, in Eastern Europe, India, and China. Perficient helps clients use Internet-based technologies to improve productivity and competitiveness, strengthen relationships with customers, suppliers and partners, and reduce information technology costs. Perficient, traded on the Nasdaq Global Select Market(SM), is a member of the Russell 2000® index and the S&P SmallCap 600 index. Perficient is an award-winning “Premier Level” IBM business partner, a TeamTIBCO partner, a Microsoft National Systems Integrator and Gold Certified Partner, a Documentum Select Services Team Partner, and an Oracle Certified Partner.


About Nascent Systems, LP.
Nascent Systems is a full-service software evaluation and implementation firm that specializes in working with the Oracle E-Business Suite and Vertex for sales, use and value added taxes. With specialty practices in Engineering & Construction (E&C), Professional Services, Energy and High Tech Manufacturing, Nascent Systems is the premier Oracle consulting firm for delivering services related to implementations, upgrades, project management, and managed support for existing clients of the Oracle E-Business Suite.

Safe Harbor Statement
Some of the statements contained in this news release that are not purely historical statements discuss future expectations or state other forward-looking information related to financial results and business outlook for 2012.  Those statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements.  The “forward-looking” information is based on management’s current intent, belief, expectations, estimates, and projections regarding our company and our industry.  You should be aware that those statements only reflect our predictions.  Actual events or results may differ substantially.  Important factors that could cause our actual results to be materially different from the forward-looking statements are disclosed under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2011 and our quarterly report on Form 10-Q for the quarter ended March 31, 2012.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.  This cautionary statement is provided pursuant to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  The forward-looking statements in this release are made only as of the date hereof and we undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future.