0001085869-12-000033.txt : 20120702 0001085869-12-000033.hdr.sgml : 20120702 20120702110935 ACCESSION NUMBER: 0001085869-12-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120702 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120702 DATE AS OF CHANGE: 20120702 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: 12938971 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.htm PERFICIENT, INC. FORM 8-K form8k.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): July 2, 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 July 2, 2012, Perficient, Inc. issued a press release announcing the acquisition of Northridge Systems, LLC, pursuant to the terms of an Agreement and Plan of Merger. 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 July 2, 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: July 2, 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 July 2, 2012


EX-99.1 2 pressrelease.htm PRESS RELEASE pressrelease.htm
EXHIBIT 99.1
 
For more information, please contact:
Bill Davis, Perficient, Inc., (314) 529-3555
bill.davis@perficient.com

FOR IMMEDIATE RELEASE

PERFICIENT ACQUIRES NORTHRIDGE SYSTEMS

ST. LOUIS (July 2, 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 Atlanta-based Northridge Systems, Inc. (“Northridge”), a  $12 million annual services revenue business and technology consulting firm focused on collaboration solutions, primarily leveraging the Microsoft SharePoint platform.

The transaction will increase Perficient’s current annualized revenues to approximately $350 million and is expected to be accretive to earnings per share immediately.

“Already one of the largest Microsoft NSIs in the country, we’re pleased to deepen our capabilities even further through the addition of Northridge,” said Jeffrey Davis, Perficient’s chief executive officer and president. “Northridge brings meaningful services expertise, critical mass in the southeastern U.S. and a proven track record of growth, profitability and client satisfaction.”

“With Microsoft’s Worldwide Partner Conference just days away, we’re thrilled to announce this strategic expansion of our Microsoft practice,” said Kathy Henely, Perficient’s chief operating officer.  “Northridge excels at delivering collaborative technology solutions that drive workforce productivity and brand experience solutions that drive customer loyalty.  We see significant opportunity to leverage their expertise within our existing client base.”

The acquisition of Northridge:

§
Increases Perficient’s market presence in the southeastern United States and particularly in Atlanta and Charlotte, key technology markets;
§
Adds more than 90 consulting, technology, sales and support professionals; and
§
Adds client relationships with enterprise customers including Allstate, Atlanta Gas Light, Chick-fil-A, Duke University, Electrolux, Garmin, Georgia-Pacific, Lowe’s, Meijer, Pacific Life, Time Warner Cable and many others.

Northridge co-founder and CEO Rob Patten will join Perficient in a key leadership role, reporting directly to Aaron Sloman, general manager of Perficient’s Microsoft National Business Unit.

“Perficient is well known for its expertise across many technology platforms and is widely-regarded as one of the largest and most capable Microsoft systems integrator partners in the country,” said Patten. “Joining the Perficient team accelerates our collective opportunities for continued growth and success.”

The consideration paid in the transaction is approximately $14.4 million and includes $10.6 million in cash and approximately $3.8 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, 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, an EMC Select Services Team Partner, and an Oracle Platinum Partner.

About Northridge Systems, Inc.
Northridge is a nationally-recognized leader in delivering collaboration solutions to mid-market and enterprise clients throughout North America. By combining vast expertise in the areas of business consulting, user experience, and collaboration technology, Northridge delivers comprehensive collaboration solutions for the Enterprise and Internet that are both highly functional and beautifully creative.

With a focus on delivering a measurable return on investment for each client, Northridge offers a rich portfolio of services including collaboration strategy, portal migration and implementation, dashboards and analytics, user experience and branding, collaborative websites, and custom collaboration solutions.

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.