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): June 17, 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 1.01 Entry Into a Material Definitive Agreement.

Stock Purchase Agreement

On June 17, 2020, Perficient, Inc., a Delaware corporation (“the Company”), entered into a Stock Purchase Agreement (the “Agreement”), by and among the Company, Productora de Software, S.A.S., a company organized under the laws of the Republic of Colombia (“PSL”), the shareholders of PSL (the “Shareholders”), and certain other parties thereto. Pursuant to the Agreement, a wholly-owned subsidiary of the Company acquired all of the outstanding capital stock of PSL.

The total consideration paid at closing was approximately $70.9 million, comprised of (1) $65.0 million in cash and (2) $5.9 million in the Company’s common stock (based on the average closing price of the Company’s common stock on the Nasdaq Global Select Market for the 30 trading days immediately preceding the closing date per the terms of the Agreement). Approximately $10.6 million of such consideration was placed in escrow as security for post-closing indemnification obligations of the Shareholders.

The purchase price is subject to a net working capital adjustment and contingent consideration of up to $22.2 million payable in cash and contingent on the satisfaction of certain post-closing financial performance objectives of PSL during the 12-month period immediately following closing. The Agreement includes customary representations, warranties and covenants by the parties.

The Company does not have any material relationship with PSL or the Shareholders, other than with respect to the Agreement.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020.

A copy of the press release issued by the Company announcing the closing of the acquisition is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Agreement and the acquisition of PSL is incorporated by reference into this Item 2.01.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits.

Exhibit
Number	Description
99.1	Perficient, Inc. Press Release, dated June 17, 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:	June 17, 2020	By:	/s/ Paul E. Martin
			Paul E. Martin
			Chief Financial Officer

EX-99.1

For more information, please contact:

Bill Davis, Vice President

314-529-3555

Perficient Announces Acquisition of PSL

Expands Perficient’s Global Presence with Addition of Latin American Delivery Centers

SAINT LOUIS (June 17, 2020) –Perficient, Inc. (Nasdaq: PRFT) (“Perficient”), the leading digital consultancy transforming the world’s largest enterprises and biggest brands, today announced the acquisition of Productora de Software S.A.S. (“PSL”), a $33 million annual revenue nearshore software development company, based in Medellin, Colombia, with additional locations in Bogota and Cali, Colombia.

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

“We are excited to strengthen our global delivery capabilities with the strategic acquisition of nearshore software development firm PSL,” said Jeffrey Davis, Perficient’s Chairman and CEO. “The need for our clients to adapt and innovate rapidly has never been more critical, especially in today’s unprecedented environment. PSL brings the highest quality custom application and software development services from its centers in Colombia. We’re thrilled to add their nearshore software development expertise to further enhance our existing global capabilities and help our clients accelerate innovation and speed time to market.”

The acquisition of PSL:

•Strengthens Perficient’s global delivery capabilities, enhancing its nearshore systems and custom software application development, testing, and ongoing support for customers, ensuring they have the right people in the right place at the right time;

•Expands Perficient’s presence into Latin America, adding nearshore software development locations in Medellin, Bogota, and Cali, Colombia;

•Adds more than 600 skilled professionals; and

•Brings strategic client relationships with Fortune 1000 customers across several industries, including healthcare, financial services, technology, and business services sectors.

PSL CEO Jorge Aramburo joins Perficient in a key leadership role.

“Perficient is well known for its global delivery expertise across a wide range of technology platforms, and is a trusted leader in providing end-to-end digital solutions to the world’s leading enterprises,” said Aramburo. “PSL’s certified and experienced project teams have been dedicated to delivering excellence for our clients, providing the necessary resources and skillsets to scale their projects quickly. Perficient and PSL share similar values, guiding principles and employee cultures, which makes this alliance the perfect next step toward amplifying PSL´s purpose of helping our clients, employees and communities improve through technology. Additionally, it strengthens our ability to deliver software development services that help clients meet rising customer demands, and transform their businesses to drive growth.”

About Perficient

Perficient 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, a VMware Authorized 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, as supplemented by the risk factor contained under the heading “Risk Factors” in our quarterly report on Form 10-Q for the quarterly period ended March 31, 2020.

XML

Document and Entity Information	Jun. 17, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 17, 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