8-K

United States

Securities and Exchange Commission

Washington, DC 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): March 23, 2020

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.)

555 Maryville University Drive

Suite 600

Saint Louis, Missouri 63141

(Address of principal executive offices)

(314) 529-3600

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	PRFT	The Nasdaq Global Select Market

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 7.01 REGULATION FD DISCLOSURE

On March 23, 2020, Perficient, Inc. issued a press release announcing the acquisition on March 23, 2020 of substantially all of the assets of Catalyst Networks, Inc., a Georgia corporation doing business as Brainjocks. Additionally, Perficient, Inc. has signed a purchase agreement to acquire substantially all of the assets of an affiliate of Brainjocks,  Brainjocks Europe d.o.o. Novi Sad, a limited liability company incorporated under the laws of Serbia, which will close following the satisfaction or waiver of certain conditions. 

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 information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, 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
Number	Description
99.1	Perficient, Inc. Press Release, dated March 23, 2020

SIGNATURE

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.

		PERFICIENT, INC.
Date:	March 23, 2020	By:	/s/ Paul E. Martin
			Paul E. Martin
			Chief Financial Officer

EX-99.1

EXHIBIT 99.1

For more information, please contact:

Bill Davis, Vice President

314-529-3555

Perficient Announces Acquisition of Brainjocks

SAINT LOUIS (March 23, 2020) – Perficient, Inc. (Nasdaq: PRFT) (“Perficient”), the leading digital consultancy transforming the world’s largest enterprises and biggest brands, today announced the acquisition of Catalyst Networks, Inc., a Georgia corporation doing business as Brainjocks (“Brainjocks US”), a $13 million annual revenue digital consultancy with a strong Sitecore platform focus. Additionally, Perficient has signed a purchase agreement to acquire an affiliate of Brainjocks, Brainjocks Europe d.o.o. Novi Sad, a limited liability company incorporated under the laws of Serbia (“Brainjocks Europe” and collectively with Brainjocks US, “Brainjocks”), which will close following the satisfaction or waiver of certain conditions.

The acquisition is expected to be accretive to adjusted earnings per share immediately.

“We are excited to continue strengthening our Sitecore consulting and marketing technology capabilities with the strategic acquisition of Brainjocks,” said Jeffrey Davis, Perficient’s Chairman and CEO. “Perficient has more than 10 years of experience designing, building, and delivering enterprise-grade platforms powered by the Sitecore platform. Brainjocks’ expertise and capabilities are highly complementary to those of our award-winning Sitecore practice, and further enhance our ability to engineer effective and personalized digital experiences for our clients and their customers.”

The acquisition of Brainjocks:

• Broadens and deepens Perficient’s Sitecore capabilities, bringing strategic skills and expertise in web and content management platform development;

• Brings intellectual property that reduces solution buildout time and cost;

• Strengthens Perficient’s presence in the Atlanta market;

• Adds approximately 80 professionals, including 30 global delivery resources in Eastern Europe;

• Includes three colleagues designated as Sitecore MVPs, growing Perficient’s total to 15; and

• Brings strategic client relationships with Fortune 1000 customers across several industries, includingconsumer goods and services, manufacturing, and business services sectors.

Brainjocks President and CEO Brian Beckham joins Perficient in a key leadership role.

“Perficient is well known for its expertise across many technology platforms, including Sitecore, and we’re thrilled to join the team,” said Beckham. “With Perficient’s expansive expertise across platforms and industries, we’ll expand our ability to deliver integrated digital platforms that provide innovative enterprises more autonomy and flexibility in the experiences they imagine, create, engineer, and run for customers.”

About PerficientPerficient is the leading digital consultancy. We imagine, create, engineer and run digital transformation solutions that help our clients exceed customers’ expectations, outpace competition, and grow their business. With unparalleled strategy, creative and technology capabilities, we bring big thinking and innovative ideas, along with a practical

approach to help the world’s largest enterprises and biggest brands succeed. Traded on the Nasdaq Global Select Market, Perficient is a member of the Russell 2000 index and the S&P SmallCap 600 index. Perficient is an award-winning Adobe Platinum Partner, Platinum Level IBM business partner, a Microsoft National Service Provider and Gold Certified Partner, an Oracle Platinum Partner, an Advanced Pivotal Ready Partner, a Gold Salesforce Consulting Partner, and a Sitecore Platinum Partner. For more information, visitwww.perficient.com.

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 2020. 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 include (but are not limited to) those disclosed under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2019.

XML

Document and Entity Information	Mar. 23, 2020
Cover page.
Document Type	8-K
Document Period End Date	Mar. 23, 2020
Entity Registrant Name	PERFICIENT, INC
Entity Central Index Key	0001085869
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-15169
Entity Tax Identification Number	74-2853258
Entity Address, Address Line One	555 Maryville University Drive
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Saint Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63141
City Area Code	314
Local Phone Number	529-3600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	PRFT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false