e424b3
Filed
Pursuant to Rule 424(b)(3)
Registration
File No. 333-129054
PROSPECTUS
483,896 Shares
Common Stock
This prospectus relates to the offer and sale from time to time of up to an aggregate of
483,896 shares of our common stock for the account of certain of our stockholders. See Selling
Stockholders in this prospectus. We issued these shares in connection with our acquisition of
iPath Solutions, Ltd. on June 10, 2005 and our acquisition of Vivare, LP on September 2, 2005. We
will not receive any proceeds from this offering.
Our shares of common stock are listed on the Nasdaq National Market under the symbol PRFT.
Investing in our common stock involves risks that are described in the Risk Factors section
beginning on page 3 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved these securities, or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date
of this prospectus is November 3, 2005
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
You should rely only on the information contained or incorporated by reference in this
prospectus and any prospectus supplement. We have not authorized anyone to provide you with
different information. We are not making offers to sell or solicitations to buy the securities in
any jurisdiction in which an offer or solicitation is not authorized or in which the person making
that offer or solicitation is not qualified to do so or anyone to whom it is unlawful to make an
offer or solicitation.
You should not assume that the information contained in this prospectus or the prospectus
supplement, as well as the information we previously filed with the Securities and Exchange
Commission that is incorporated by reference herein, is accurate as of any date other than its
respective date.
The terms Perficient, we, our, and us refer to Perficient, Inc. and its subsidiaries
unless the context suggests otherwise.
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OUR COMPANY
We are a rapidly growing information technology consulting firm serving Global 2000 and
midsize companies in the central United States. We help our clients gain competitive advantage by
using Internet-based technologies to make their businesses more responsive to market opportunities
and threats, strengthen relationships with customers, suppliers and partners, improve productivity
and reduce information technology costs. We design, build and deliver software solutions using a
core set of software products developed by our partners. These products, which are based on open
standards such as the Java 2 Enterprise Edition, or J2EE, are commonly referred to as middleware
and include application servers, enterprise application integration platforms, business process
management, business activity monitoring and business intelligence applications and enterprise
portal software. Using these products, our solutions enable our clients to operate a real-time
enterprise that dynamically adapts business processes and the systems that support them to the
changing demands of an increasingly global, Internet-driven and competitive marketplace.
Through our experience in developing and delivering eBusiness integration solutions for more
than 425 Global 2000 and midsize companies, we have acquired significant domain expertise that we
believe differentiates our firm. We use small, expert project teams that we believe deliver
high-value, measurable results by working collaboratively with clients and their partners through a
user-centered, technology-based and business-driven solutions methodology. We believe this
approach enhances return-on-investment for our clients by significantly reducing the time and risk
associated with designing and implementing eBusiness integration solutions.
We believe that the central United States represents an attractive geographic market and that
our focus on this region and our network of nine offices throughout the central United States are
additional competitive differentiators. We believe this geographic focus makes us the partner of
choice both for Global 2000 and midsize companies in the area that seek business and technology
consulting services and for software vendors that seek consulting firm partners to sell and deliver
solutions that use their products.
We place strong emphasis on building lasting relationships with clients. In fiscal years
2002, 2003 and 2004, 81%, 85% and 91% of revenue, respectively, excluding from the calculation for
any single period revenue from acquisitions completed in that single period, was derived from
customers that were clients in the prior year. We have also built meaningful partnerships with
software providers, most notably IBM, whose products we use to design and implement solutions for
our clients. These partnerships enable us to reduce our cost of sales and sales cycle times and
increase win rates through leveraging our partners marketing efforts and endorsements.
We are expanding through a combination of organic growth and acquisitions and have completed
five acquisitions since January 1, 2004Genisys Consulting in April 2004, Meritage Technologies in
June 2004, ZettaWorks in December 2004, iPath Solutions in June 2005 and Vivare in September 2005.
We believe that information technology consulting is a fragmented industry and that there are a
substantial number of privately held information technology consulting firms in our target markets
that can be acquired on financially accretive terms. We have a track record of successfully
identifying, executing and integrating acquisitions that add strategic value to our business. Over
the past five years, we have acquired and integrated nine privately held information technology
consulting firms, three of which were acquired in 2004 and two in 2005. We believe that we can
achieve significantly faster growth in revenues and profitability through a combination of organic
growth and acquisitions than we could through organic growth alone.
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RISK FACTORS
You should carefully consider the following risk factors together with the other information
contained in or incorporated by reference into this prospectus before you decide to buy our common
stock. If any of these risks actually occur, our business, financial condition, operating results
or cash flows could be materially adversely affected. This could cause the trading price of our
common stock to decline and you may lose part or all of your investment.
Risks Related to Our Business
Prolonged economic weakness in the Internet software and services market could adversely affect our
business, financial condition and results of operations.
The market for middleware and Internet software and services has changed rapidly over the last
six years. The market for middleware and Internet software and services expanded dramatically
during 1999 and most of 2000, but declined significantly in 2001 and 2002. Market demand for
Internet software and services began to stabilize and improve throughout 2003, 2004 and 2005, but
this trend may not continue. Our future growth is dependent upon the demand for Internet software
and services, and, in particular, the information technology consulting services we provide.
Demand and market acceptance for middleware and Internet services are subject to a high level of
uncertainty. Prolonged weakness in the middleware and Internet software and services industry has
caused in the past, and may cause in the future, business enterprises to delay or cancel
information technology projects, reduce their overall budgets and/or reduce or cancel orders for
our services. This, in turn, may lead to longer sales cycles, delays in purchase decisions,
payment and collection, and may also result in price pressures, causing us to realize lower
revenues and operating margins. If companies cancel or delay their business and technology
initiatives or choose to move these initiatives in-house, our business, financial condition and
results of operations could be materially and adversely affected.
We may not be able to attract and retain information technology consulting professionals, which
could affect our ability to compete effectively.
Our business is labor intensive. Accordingly, our success depends in large part upon our
ability to attract, train, retain, motivate, manage and effectively utilize highly skilled
information technology consulting professionals. Additionally, our technology professionals are
primarily at-will employees. We also use independent subcontractors where appropriate. Failure to
retain highly skilled technology professionals would impair our ability to adequately manage staff
and implement our existing projects and to bid for or obtain new projects, which in turn would
adversely affect our operating results.
Our success will depend on attracting and retaining senior management and key personnel.
Our industry is highly specialized and the competition for qualified management and key
personnel is intense. We expect this to remain so for the foreseeable future. We believe that our
success will depend on retaining our senior management team and key technical and business
consulting personnel. Retention is particularly important in our business as personal
relationships are a critical element of obtaining and maintaining strong relationships with our
clients. In addition, as we rapidly grow our business, our need for senior experienced management
and delivery personnel increases substantially. If a significant number of these individuals stop
working for us, or if we are unable to attract top talent, our level of management, technical,
marketing and sales expertise could diminish or otherwise be insufficient for our growth. We may
be unable to achieve our revenue and operating performance objectives unless
we can attract and retain technically qualified and highly skilled sales,
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technical, business consulting, marketing and management personnel. These individuals would
be difficult to replace, and losing them could seriously harm our business.
We may have difficulty in identifying and competing for strategic acquisition and partnership
opportunities.
Our business strategy includes the pursuit of strategic acquisitions. We may acquire or make
strategic investments in complementary businesses, technologies, services or products, or enter
into strategic partnerships or alliances with third parties in the future in order to expand our
business. We may be unable to identify suitable acquisition, strategic investment or strategic
partnership candidates, or if we do identify suitable candidates, we may not complete those
transactions on terms commercially favorable to us, or at all. If we fail to identify and
successfully complete these transactions, our competitive position and our growth prospects could
be adversely affected. In addition, we may face competition from other companies with
significantly greater resources for acquisition candidates, making it more difficult for us to
acquire suitable companies on favorable terms.
Pursuing and completing potential acquisitions could divert managements attention and financial
resources and may not produce the desired business results.
We do not have specific personnel dedicated to pursuing and making strategic acquisitions. As
a result, if we pursue any acquisition, our management could spend a significant amount of time and
financial resources to pursue and integrate the acquired business with our existing business. To
pay for an acquisition, we might use capital stock, cash or a combination of both. Alternatively,
we may borrow money from a bank or other lender. If we use capital stock, our stockholders will
experience dilution. If we use cash or debt financing, our financial liquidity may be reduced and
the interest on any debt financing could adversely affect our results of operations. From an
accounting perspective, an acquisition may involve amortization or the write-off of significant
amounts of intangible assets that could adversely affect our results of operations.
Despite the investment of these management and financial resources, and completion of due
diligence with respect to these efforts, an acquisition may not produce the anticipated revenues,
earnings or business synergies for a variety of reasons, including:
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difficulties in the integration of the technologies, services and personnel of the
acquired business; |
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the failure of management and acquired services personnel to perform as expected; |
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the risks of entering markets in which we have no, or limited, prior experience; |
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the failure to identify or adequately assess any undisclosed or potential
liabilities or problems of the acquired business including legal liabilities; |
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the failure of the acquired business to achieve the forecasts we used to determine
the purchase price; or |
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the potential loss of key personnel of the acquired business. |
These difficulties could disrupt our ongoing business, distract our management and colleagues,
increase our expenses and materially and adversely affect our results of operations.
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The market for the information technology consulting services we provide is competitive, has low
barriers to entry and is becoming increasingly consolidated, which may adversely affect our market
position.
The market for the information technology consulting services we provide is competitive,
rapidly evolving and subject to rapid technological change. In addition, there are relatively low
barriers to entry into this market and therefore new entrants may compete with us in the future.
For example, due to the rapid changes and volatility in our market, many well-capitalized
companies, including some of our partners, that have focused on sectors of the Internet software
and services industry that are not competitive with our business may refocus their activities and
deploy their resources to be competitive with us.
Our future financial performance will depend, in large part, on our ability to establish and
maintain an advantageous market position. We currently compete with regional and national
information technology consulting firms, and, to a limited extent, offshore service providers and
in-house information technology departments. Many of the larger regional and national information
technology consulting firms have substantially longer operating histories, more established
reputations and potential partner relationships, greater financial resources, sales and marketing
organizations, market penetration and research and development capabilities, as well as broader
product offerings and greater market presence and name recognition. We may face increasing
competitive pressures from these competitors as the market for Internet software and services
continues to grow. This may place us at a disadvantage to our competitors, which may harm our
ability to grow, maintain revenue or generate net income.
In recent years, there has been substantial consolidation in our industry, and we expect that
there will be significant additional consolidation in the near future. As a result of this
increasing consolidation, we expect that we will increasingly compete with larger firms that have
broader product offerings and greater financial resources than we have. We believe that this
competition could have a significant negative effect on our marketing, distribution and reselling
relationships, pricing of services and products and our product development budget and
capabilities. Any of these negative effects could significantly impair our results of operations
and financial condition. We may not be able to compete successfully against new or existing
competitors.
Our business will suffer if we do not keep up with rapid technological change, evolving industry
standards or changing customer requirements.
Rapidly changing technology, evolving industry standards and changing customer needs are
common in the Internet software and services market. We expect technological developments to
continue at a rapid pace in our industry. Technological developments, evolving industry standards
and changing customer needs could cause our business to be rendered obsolete or non-competitive,
especially if the market for the core set of eBusiness solutions and software platforms in which we
have expertise does not grow or if such growth is delayed due to market acceptance, economic
uncertainty or other conditions. Accordingly, our success will depend, in part, on our ability to:
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continue to develop our technology expertise; |
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enhance our current services; |
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develop new services that meet changing customer needs; |
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advertise and market our services; and |
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influence and respond to emerging industry standards and other technological
changes. |
We must accomplish all of these tasks in a timely and cost-effective manner. We might not
succeed in effectively doing any of these tasks, and our failure to succeed could have a material
and adverse effect on our business, financial condition or results of operations, including
materially reducing our revenue and operating results.
We may also incur substantial costs to keep up with changes surrounding the Internet.
Unresolved critical issues concerning the commercial use and government regulation of the Internet
include the following:
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security; |
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intellectual property ownership; |
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privacy; |
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taxation; and |
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liability issues. |
Any costs we incur because of these factors could materially and adversely affect our
business, financial condition and results of operations, including reduced net income.
A significant portion of our revenue is dependent upon building long-term relationships with our
clients and our operating results could suffer if we fail to maintain these relationships.
Our professional services agreements with clients are in most cases terminable on 10 to 30
days notice. A client may choose at any time to use another consulting firm or choose to perform
services we provide through their own internal resources. Accordingly, we rely on our clients
interests in maintaining the continuity of our services rather than on contractual requirements.
Termination of a relationship with a significant client or with a group of clients that account for
a significant portion of our revenues could adversely affect our revenues and results of
operations.
If we fail to meet our clients performance expectations, our reputation may be harmed.
As a services provider, our ability to attract and retain clients depends to a large extent on
our relationships with our clients and our reputation for high quality services and integrity. We
also believe that the importance of reputation and name recognition is increasing and will continue
to increase due to the number of providers of information technology services. As a result, if a
client is not satisfied with our services or does not perceive our solutions to be effective or of
high quality, our reputation may be damaged and we may be unable to attract new, or retain
existing, clients and colleagues.
We may face potential liability to customers if our customers systems fail.
Our eBusiness integration solutions are often critical to the operation of our customers
businesses and provide benefits that may be difficult to quantify. If one of our customers systems
fails, the customer could make a claim for substantial damages against us, regardless of our
responsibility for that failure. The limitations of liability set forth in our contracts may not be
enforceable in all instances and may not otherwise protect us from liability for damages. Our
insurance coverage may not continue to be available on reasonable terms or in sufficient amounts to
cover one or more large claims. In addition, a
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given insurer might disclaim coverage as to any future claims. If we experience one or more
large claims against us that exceed available insurance coverage or result in changes in our
insurance policies, including premium increases or the imposition of large deductible or
co-insurance requirements, our business and financial results could suffer.
The loss of one or more of our significant software partners would have a material adverse effect
on our business and results of operations.
Our partnerships with software vendors enable us to reduce our cost of sales and increase win
rates through leveraging our partners marketing efforts and strong vendor endorsements. The loss
of one or more of these relationships and endorsements could increase our sales and marketing
costs, lead to longer sales cycles, harm our reputation and brand recognition, reduce our revenues
and adversely affect our results of operations.
In particular, a substantial portion of our solutions are built on IBM WebSphere platforms and
a significant number of our clients are identified through joint selling opportunities conducted
with IBM, through sales leads obtained from our relationship with IBM and through a services
agreement we have with IBM. Revenue from IBM was approximately 11% and 29% of total revenue for the
six-months ended June 30, 2005 and 2004, respectively. The loss of our relationship with, or a
significant reduction in the services we perform for IBM would have a material adverse effect on
our business and results of operations.
Our quarterly operating results may be volatile and may cause our stock price to fluctuate.
Our quarterly revenue, expenses and operating results have varied in the past and may vary
significantly in the future. In addition, many factors affecting our operating results are outside
of our control, such as:
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demand for Internet software and services; |
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customer budget cycles; |
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changes in our customers desire for our partners products and our services; |
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pricing changes in our industry; |
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government regulation and legal developments regarding the use of the Internet; and |
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general economic conditions. |
As a result, if we experience unanticipated changes in the number or nature of our projects or
in our employee utilization rates, we could experience large variations in quarterly operating
results and losses in any particular quarter.
Our services revenues may fluctuate quarterly due to seasonality or timing of completion of
projects.
We may experience seasonal fluctuations in our services revenues. We expect that services
revenues in the fourth quarter of a given year may typically be lower than in other quarters in
that year as there are fewer billable days in this quarter as a result of vacations and holidays.
In addition, we generally perform services on a project basis. While we seek wherever possible to
counterbalance periodic declines in revenues on completion of large projects with new arrangements
to provide services to the same client
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or others, we may not be able to avoid declines in revenues when large projects are completed.
Our inability to obtain sufficient new projects to counterbalance any decreases in work upon
completion of large projects could adversely affect our revenues and results of operations.
Our software revenue may fluctuate quarterly, leading to volatility in the price of our stock.
Our software revenue may fluctuate quarterly and be higher in the fourth quarter of a given
year as procurement policies of our clients may result in higher technology spending towards the
end of budget cycles. This seasonal trend may materially affect our quarter-to-quarter revenues,
margins and operating results.
Our overall gross margin fluctuates quarterly based on our services and software revenue mix, which
may cause our stock price to fluctuate.
The gross margin on our services revenue is, in most instances, greater than the gross margin
on our software revenue. As a result, our gross margin will be higher in quarters where our
services revenue, as a percentage of total revenue, has increased, and will be lower in quarters
where our software revenue, as a percentage of total revenue, has increased. In addition, gross
margin on software revenue may fluctuate as a result of variances in gross margin on individual
software products. Our stock price may be negatively affected in quarters in which our gross margin
decreases.
Our services gross margins are subject to fluctuations as a result of variances in utilization
rates and billing rates.
Our services gross margins are affected by trends in the utilization rate of our
professionals, defined as the percentage of our professionals time billed to customers divided by
the total available hours in a period, and in the billing rates we charge our clients. Our
operating expenses, including employee salaries, rent and administrative expenses are relatively
fixed and cannot be reduced on short notice to compensate for unanticipated variations in the
number or size of projects in process. If a project ends earlier than scheduled, we may need to
redeploy our project personnel. Any resulting non-billable time may adversely affect our gross
margins.
The average billing rates for our services may decline due to rate pressures from significant
customers and other market factors, including innovations and average billing rates charged by our
competitors. Also, our average billing rates will decline if we acquire companies with lower
average billing rates than ours. To sell our products and services at higher prices, we must
continue to develop and introduce new services and products that incorporate new technologies or
high-performance features. If we experience pricing pressures or fail to develop new services, our
revenues and gross margins could decline, which could harm our business, financial condition and
results of operations.
If we fail to complete fixed-fee contracts within budget and on time, our results of operations
could be adversely affected.
We perform a limited number of projects on a fixed-fee, turnkey basis, rather than on a
time-and-materials basis. Under these contractual arrangements, we bear the risk of cost overruns,
completion delays, wage inflation and other cost increases. If we fail to estimate accurately the
resources and time required to complete a project or fail to complete our contractual obligations
within the scheduled timeframe, our results of operations could be adversely affected. We cannot
assure you that in the future we will not price these contracts inappropriately, which may result
in losses.
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We may not be able to maintain our level of profitability.
Although we have been profitable for the past nine quarters, we may not be able to sustain or
increase profitability on a quarterly or annual basis in the future. We cannot assure you of any
operating results. In future quarters, our operating results may not meet public market analysts
and investors expectations. If this occurs, the price of our common stock will likely fall.
If we do not effectively manage our growth, our results of operations and cash flows could be
adversely affected.
Our ability to operate profitably with positive cash flows depends largely on how effectively
we manage our growth. In order to create the additional capacity necessary to accommodate the
demand for our services, we may need to implement a variety of new and upgraded operational and
financial systems, procedures and controls, open new offices or hire additional colleagues.
Implementation of these new systems, procedures and controls may require substantial management
efforts and our efforts to do so may not be successful. The opening of new offices or the hiring of
additional colleagues may result in idle or underutilized capacity. We periodically assess the
expected long-term capacity utilization of our offices and professionals. We may not be able to
achieve or maintain optimal utilization of our offices and professionals. If demand for our
services does not meet our expectations, our revenues and cash flows will not be sufficient to
offset these expenses and our results of operations and cash flows could be adversely affected.
We have recorded deferred offering costs in connection with the conversion of our registration
statement into a shelf registration statement, and our inability to net these costs against the
proceeds of future offerings off of our shelf registration statement could result in a non-cash
expense in our Statement of Operations in a future period.
We initially filed a registration statement with the Securities and Exchange Commission on
March 7, 2005 to register the offer and sale by the Company and certain selling stockholders of
shares of our common stock. Due to overall market conditions during the second quarter, we
converted our registration statement into a shelf registration statement to allow for offers and
sales of common stock from time to time as market conditions permit. To date, we have recorded
approximately $943,000 of deferred offering costs (approximately $579,000 after tax, if ever
expensed) in connection with the offering and have classified these costs as prepaid expenses in
other non-current assets on our balance sheet. If we sell shares of common stock off of our shelf
registration statement, we will be allowed to net these accumulated deferred offering costs against
the proceeds of the offering. If we do not raise funds through an equity offering off of the shelf
registration statement or fail to maintain the effectiveness of the shelf registration statement,
the currently capitalized deferred offering costs will be expensed. Such expense would be a
non-cash accounting charge as substantially all of these expenses have already been paid.
The Public Company Accounting Oversight Board, or PCAOB, is conducting an annual inspection of
our external auditors BDO Seidman LLP.
The PCAOB is a new private agency established to oversee the auditors of publicly held
companies. The PCAOB is conducting an annual inspection of BDO Seidman LLP (BDO), as they do with
all other large public accounting firms that audit the financial statements of publicly held
companies. The PCAOB is inspecting BDOs audits of a number of BDO clients, including BDOs audit
of our financial statements for the year ended December 31, 2004. The PCAOB staff has told BDO
they differ with our accounting for forfeitable shares of stock issued in connection with one of
our acquisitions in 2004 and has referred this matter to its Board.
We and BDO believe that our accounting for this acquisition is
correct. If it were ultimately determined that different accounting
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should be used for this
acquisition, we estimate the resulting accounting impact would be a non-cash expense of
approximately $600,000 per year after taxes over a period of three years from the date of the
acquisition and a reduction in the acquisitions purchase price of $3.1 million reflected on our
balance sheet as reductions in goodwill and stockholders equity as of the acquisition date. The
PCAOBs inspection of BDO is ongoing and there can be no assurance as to its final scope or
completion.
We may be exposed to potential risks resulting from new requirements under Section 404 of the
Sarbanes-Oxley Act of 2002.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we will be required, beginning with
our fiscal year ending December 31, 2005, to include in our annual report our assessment of the
effectiveness of our internal control over financial reporting as of the end of fiscal 2005.
Furthermore, our independent registered public accounting firm, BDO Seidman, LLP, will be required
to attest to whether our assessment of the effectiveness of our internal control over financial
reporting is fairly stated in all material respects and separately report on whether it believes we
have maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2005. We have not yet completed our assessment of the effectiveness of our internal
control over financial reporting. We expect to incur additional expenses and diversion of
managements time as a result of performing the system and process evaluation, testing and
remediation required in order to comply with the management certification and auditor attestation
requirements. If we fail to timely complete this assessment, or if our independent registered
public accounting firm cannot timely attest to our assessment, we could be subject to regulatory
sanctions and a loss of public confidence in our internal control. In addition, any failure to
implement required new or improved controls, or difficulties encountered in their implementation,
could harm our operating results or cause us to fail to timely meet our regulatory reporting
obligations.
Risks Relating to Ownership of Our Common Stock
The trading volume of our common stock has been limited and, as a result, our stock price may
fluctuate widely.
Our common stock is traded on the Nasdaq National Market under the symbol PRFT. Our common
stock has experienced low trading activity and our stock price has been volatile. Our stock price
may continue to fluctuate widely as a result of the limited trading volume, announcements of new
services and products by us or our competitors, quarterly variations in operating results, the gain
or loss of significant customers, changes in public market analysts estimates and market
conditions for information technology consulting firms and other technology stocks in general.
We periodically review and consider possible acquisitions of companies that we believe will
contribute to our long-term objectives. In addition, depending on market conditions, liquidity
requirements and other factors, from time to time we consider accessing the capital markets. These
events may also affect the market price of our common stock.
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Our officers, directors, and 5% and greater stockholders own a large percentage of our voting
securities and their interests may differ from other stockholders.
Our executive officers, directors and existing 5% and greater stockholders beneficially own or
control approximately 30% of the voting power of our common stock. This concentration of ownership
of our common stock may make it difficult for our other stockholders to successfully approve or
defeat matters that may be submitted for action by our stockholders. It may also have the effect of
delaying, deterring or preventing a change in control of our company.
We may need additional capital in the future, which may not be available to us. The raising of any
additional capital may dilute your ownership percentage in our stock.
We intend to continue to make investments to support our business growth and may require
additional funds to pursue business opportunities and respond to business challenges. Accordingly,
we may need to engage in equity or debt financings to secure additional funds. If we raise
additional funds through further issuances of equity or convertible debt securities, our existing
stockholders could suffer significant dilution, and any new equity securities we issue could have
rights, preferences and privileges superior to those of holders of our common stock. Any debt
financing secured by us in the future could involve restrictive covenants relating to our capital
raising activities and other financial and operational matters, which may make it more difficult
for us to obtain additional capital and to pursue business opportunities, including potential
acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to
us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to
us, when we require it, our ability to continue to support our business growth and to respond to
business challenges could be significantly limited.
It may be difficult for another company to acquire us, and this could depress our stock price.
Provisions contained in our certificate of incorporation, bylaws and Delaware law could make
it difficult for a third party to acquire us, even if doing so would be beneficial to our
stockholders. Our certificate of incorporation and bylaws may discourage, delay or prevent a merger
or acquisition that a stockholder may consider favorable by authorizing the issuance of blank
check preferred stock. In addition, provisions of the Delaware General Corporation Law also
restrict some business combinations with interested stockholders. These provisions are intended to
encourage potential acquirers to negotiate with us and allow the board of directors the opportunity
to consider alternative proposals in the interest of maximizing stockholder value. However, these
provisions may also discourage acquisition proposals or delay or prevent a change in control, which
could harm our stock price.
In addition, under our agreement with IBM, we have granted IBM a right of first offer and a
right to terminate its agreement with us with respect to any transaction involving a change of
control of us with a company that has a substantial portion of its business in the web application
server product and services market, other than a systems integrator or professional services firm.
As a result, a potential acquirer may be discouraged from making an offer to buy us.
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus and in the documents we incorporate by
reference that are not purely historical statements discuss future expectations, contain
projections of results of operations or financial condition or state other forward-looking
information. 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 various factors and was derived using
numerous assumptions. In some cases, you can identify
11
these so-called forward-looking statements by words like may, will, should, expects,
plans, anticipates, believes, estimates, predicts, potential or continue or the
negative of those words and other comparable words. 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 this prospectus.
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. We
are under no duty to update any of the forward-looking statements after the date of this prospectus
to conform such statements to actual results.
All forward-looking statements, express or implied, included in this prospectus and the
documents we incorporate by reference and attributable to Perficient are expressly qualified in
their entirety by this cautionary statement. This cautionary statement should also be considered in
connection with any subsequent written or oral forward-looking statements that Perficient or any
persons acting on our behalf may issue.
12
USE OF PROCEEDS
This prospectus related to the offer and sale from time to time of up to an aggregate of
483,896 shares of common stock for the account of the selling stockholders referred to in this
prospectus. We will not receive any proceeds from the sale of any shares of common stock by the
selling stockholders.
SELLING STOCKHOLDERS
On June 10, 2005, we consummated the acquisition of substantially all of the assets and
assumed certain liabilities of iPath Solutions, Ltd., or iPath, pursuant to an Asset Purchase
Agreement, the iPath Asset Purchase Agreement, by and among us, Perficient iPath, Inc., our wholly
owned subsidiary, and iPath Solutions, Ltd. In the acquisition of iPath, we paid approximately
$7.9 million, excluding transaction costs, consisting of approximately $3.9 million in cash and
approximately 624,000 shares of our common stock. In accordance with the Asset Purchase Agreement,
we are registering for resale 325,039 shares of our common stock issued in connection with the
acquisition.
On September 2, 2005, we consummated the acquisition of substantially all of the assets and
assumed certain liabilities of Vivare, LP, or Vivare, pursuant to an Asset Purchase Agreement, the
Vivare Asset Purchase Agreement by and among us, Perficient Vivare, Inc., our wholly owned
subsidiary, Vivare and the other signatories thereto. In the acquisition of Vivare, we paid
approximately $9.2 million, excluding transaction costs, consisting of approximately $4.9 million
in cash and approximately 619,000 shares of our common stock. In accordance with the Asset
Purchase Agreement, we are registering for resale 158,857 shares of our common stock issued in
connection with the acquisition.
The following table sets forth information as of September 19, 2005 regarding the number of
shares of common stock beneficially owned by the selling stockholders prior to the offering, the
number of shares of common stock offered by the selling stockholders, and the number of shares of
common stock that will be owned by the selling stockholders upon completion of the offering or
offerings pursuant to this prospectus, assuming the selling stockholders sell all of the shares of
common stock offered hereby. The percentage of shares beneficially owned prior to this offering in
the following table is based on 22,914,702 shares of common stock outstanding as of September 19,
2005.
Beneficial ownership is determined under the rules of the Securities and Exchange Commission.
These rules deem common stock subject to options currently exercisable, or exercisable within 60
days, to be outstanding for purposes of computing the percentage ownership of the person holding
the options or of a group of which the person is a member, but they do not deem such stock to be
outstanding for purposes of computing the percentage ownership of any other person or group. To
our knowledge, except under applicable community property laws, or as otherwise indicated, each
person named in the table has sole voting and sole investment control with regard to all shares
beneficially owned by such person.
13
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Shares Beneficially |
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Shares Beneficially |
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Owned Prior to |
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Owned After Offering |
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Offering |
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Number of |
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Shares Being |
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Name of Beneficial Owner |
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Number |
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Percent |
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Offered |
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Number |
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Percent |
iPath
Selling Stockholders: |
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Thomas W. Brown (1) |
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187,705 |
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* |
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187,705 |
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0 |
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* |
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Keith D. Rassin (2) |
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153,788 |
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* |
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28,749 |
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125,039 |
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* |
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IPTSOL, Inc. (3) |
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55,641 |
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* |
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55,641 |
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0 |
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* |
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Leonard Bruce |
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17,648 |
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* |
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17,648 |
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0 |
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* |
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Christine Bruce |
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8,824 |
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* |
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8,824 |
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0 |
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* |
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John Hilliard |
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8,824 |
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* |
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8,824 |
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0 |
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* |
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Susan Hilliard |
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8,824 |
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* |
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8,824 |
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0 |
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* |
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Mary Hilliard |
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8,824 |
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* |
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8,824 |
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0 |
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* |
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Vivare Selling Stockholders: |
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Rohit Mehrotra |
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117,671 |
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* |
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117,671 |
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0 |
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* |
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Neha Mehrotra |
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14,709 |
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* |
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14,709 |
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0 |
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* |
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Yash Mehrotra |
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14,709 |
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* |
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14,709 |
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0 |
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* |
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Ajeet Mann |
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5,884 |
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* |
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5,884 |
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0 |
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* |
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Jasmine Mann |
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5,884 |
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* |
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5,884 |
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0 |
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* |
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Total |
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608,935 |
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2.7 |
% |
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483,896 |
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125,039 |
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* |
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* |
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Represents less than 1% of the outstanding shares. |
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(1) |
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Includes 33,617 shares currently held in escrow by Continental Stock Transfer &
Trust Company until June 10, 2006 pursuant to the Escrow Agreement dated June 10, 2005
among Perficient, Inc., Perficient iPath, Inc., iPath Solutions, Ltd. and Continental
Stock Transfer & Trust Company (the iPath Escrow Agreement). |
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(2) |
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Includes 89,258 shares currently held in escrow pursuant to the iPath Escrow
Agreement. Mr. Rassin is our General Manager of Houston Enterprise Content Management. |
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(3) |
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Includes 55,641 shares currently held in escrow pursuant to the iPath Escrow Agreement. |
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The iPath Escrow Agreement was entered into in connection with our acquisition of iPath
to secure the indemnification obligations of iPath under the iPath Asset Purchase Agreement. In
the event we are entitled to indemnification under the iPath Asset Purchase Agreement for claims
arising prior to June 10, 2006, the indemnification will be satisfied with shares of our common
stock held in escrow under the iPath Escrow Agreement. In that event, the iPath selling
stockholders will no longer beneficially own the shares of common stock used to satisfy the
indemnification obligations and such shares may not be offered pursuant to this prospectus. We
will file a prospectus supplement in the event
14
any shares of common stock held in escrow pursuant to the iPath Escrow Agreement are used to
satisfy indemnification obligations under the iPath Asset Purchase Agreement.
Other Resale Registration Statements
On June 26, 2002, Perficient entered into a Convertible Preferred Stock Purchase Agreement
with 2M Technology Ventures, L.P., or 2M, pursuant to which 2M purchased 1,111,000 shares of Series
B Preferred Stock for a purchase price of $0.900090009 per share. Pursuant to the Certificate of
Designation, Rights and Preferences of the Series B Preferred Stock, on November 10, 2003, all then
outstanding shares of Series B Preferred Stock automatically converted into shares of common stock.
In connection with its purchase of Series B Preferred Stock, 2M also received a warrant to purchase
up to 555,500 shares of common stock. 2M exercised this warrant on February 3, 2004 and March 29,
2004. We received proceeds of $1,100,000 as a result of the exercise of this warrant. We have
registered 2,166,500 shares of our common stock, pursuant to a Registration Statement on Form S-3
(File No. 333-100490), for resale by 2M of the shares issued upon conversion of the shares of
Series B Preferred Stock purchased from us, shares issued upon exercise of the warrant, and shares
acquired upon purchase from certain of our stockholders in a private transaction.
In the acquisition of substantially all of the assets and the assumption of certain
liabilities Zettaworks LLC, or ZettaWorks, on December 20, 2004, we paid approximately $10.7
million, excluding transaction costs, consisting of approximately $2.9 million in cash and 1.2
million shares of our common stock. In accordance with the Asset Purchase Agreement, we registered
for resale 1,193,179 shares of our common stock issued in connection with the transaction, pursuant
to a Registration Statement on Form S-3 (File No. 333-123177).
In the acquisition of Meritage Technologies, Inc., or Meritage, on June 18, 2004, we paid
approximately $7.1 million, excluding transaction costs, to the Meritage stockholders consisting of
approximately $2.9 million in cash and 1.2 million shares of our common stock. In connection with
the acquisition of Meritage, on June 16, 2004 we raised approximately $2.5 million through a
private placement of 800,000 shares of our common stock to a group of institutional investors led
by Tate Capital Partners. The investors were also issued warrants for the purchase of an additional
160,000 shares of our common stock. In our acquisition of Meritage, we granted certain registration
rights to the stockholders of Meritage, and in our private placement we granted certain
registration rights to the investors in the private placement. As a result, we have registered 1.9
million shares of our common stock, pursuant to a Registration Statement on Form S-3 (File No.
333-117216) for resale by the former stockholders of Meritage and by the investors in the private
placement.
In the acquisition of Genisys Consulting, Inc., or Genisys, on April 2, 2004, we paid
approximately $8.3 million, excluding transaction costs, to the Genisys stockholders consisting of
approximately $1.5 million in cash, 1.7 million shares of our common stock and options for 187,500
shares of our common stock. In our acquisition of Genisys, we granted certain registration rights
to the
15
stockholders of Genisys. As a result, we have registered 253,116 shares of our common stock,
pursuant to a Registration Statement on Form S-3 (File No. 333-116549), for resale by the former
stockholders of Genisys.
16
PLAN OF DISTRIBUTION
Subject to the restrictions described below, the selling stockholders may sell the shares of
common stock offered by this prospectus from time to time in one or more transactions on the Nasdaq
National Market, or any other stock exchange, market or trading facility on which the shares of
common stock may from time to time be trading, in negotiated transactions or in a combination of
any such methods of sale, at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at negotiated prices. The
shares of common stock may be offered directly to or through brokers or dealers, or through any
combination of these methods of sale. The methods by which the selling stockholders, including
donees, transferees or other successors-in-interest, may sell their shares of common stock also
include:
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a block trade (which may involve crosses) in which the broker or dealer will attempt
to sell the stocks as agent but may position and resell a portion of the block as
principal to facilitate the transaction; |
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purchases by a broker or dealer as principal and resale by such broker or dealer for
its own account pursuant to this prospectus; |
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secondary distributions in accordance with Nasdaq rules; |
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ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and |
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privately negotiated transactions. |
The selling stockholders, including donees, transferees or other successors-in-interest, may
also sell their shares in accordance with Rule 144 under the Securities Act, or pursuant to other
available exemptions from the registration requirements of the Securities Act, rather than pursuant
to this prospectus.
The shares held by the iPath selling stockholders that are currently held in escrow pursuant
to the iPath Escrow Agreement may not be sold by the iPath selling stockholders until after June
10, 2006 when they are released from escrow, to the extent any such shares have not been used to
satisfy indemnification obligations under the iPath Asset Purchase Agreement.
Pursuant to Stockholder Representation Letters delivered by Thomas Brown, IPTSOL, Inc.,
Leonard Bruce, Christine Bruce, John Hilliard, Susan Hilliard, Mary Hilliard and iPath Management,
LLC, in connection with our acquisition of iPath, the resale of the shares of common stock held by
each such selling stockholder is limited to no more than 11% of the shares of our common stock held
by such selling stockholder in each of the nine monthly periods following the effective date of the
registration statement of which this prospectus forms a part. To the extent any such shares are
held in escrow pursuant to the iPath Escrow Agreement, such shares may not be sold until after June
10, 2006 when they are released to the iPath selling stockholders.
17
Pursuant to a Stock Restriction Agreement with Keith Rassin in connection with our acquisition
of iPath, the resale of the shares of common stock held by Mr. Rassin and offered by this
prospectus is limited to no more than 11% of such shares of our common stock in each of the nine
monthly periods following the effective date of the registration statement of which this prospectus
forms a part. To the extent any such shares are held in escrow pursuant to the iPath Escrow
Agreement, such shares may not be sold until after June 10, 2006 when they are released to the
iPath selling stockholders.
Pursuant to Stock Restriction Agreements with Rohit Mehrotra, Neha Mehrotra, Yash Mehrotra,
Ajeet Mann and Jasmine Mann in connection with our acquisition of Vivare, the resale of the shares
of common stock held by each such selling stockholder is limited to no more than 11% of the shares
of our common stock held by such selling stockholder in each monthly period following the effective
date of the registration statement of which this prospectus forms a part.
An underwriter, agent, broker or dealer may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders or the purchasers of the shares of common
stock for whom such broker-dealers may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of customary commissions).
The selling stockholders and any underwriters, broker-dealers or agents participating in the
distribution of the common stock may be deemed to be underwriters within the meaning of the
Securities Act of 1933, and any profit on the sale of common stock by the selling stockholders and
any underwriting discounts, commissions or fees received by such persons may be deemed to be
underwriting commissions or discounts under the Securities Act.
Any underwriters, brokers, dealers and agents who participate in any sale of the shares of
common stock may also engage in transactions with, or perform services for, us or our affiliates in
the ordinary course of their business.
Under the Securities Exchange Act of 1934, any person engaged in the distribution of the
shares of common stock may not simultaneously engage in market-making activities with respect to
common stock for five business days prior to the start of the distribution. In addition, the
selling shareholder and any other person participating in a distribution will be subject to the
Exchange Act, which may limit the timing of purchases and sales of common stock by the selling
shareholder or any other person.
We cannot assure you that the selling stockholders will sell any or all of the shares of
common stock offered by this prospectus.
LEGAL MATTERS
Our legal counsel, Vinson & Elkins L.L.P., Austin, Texas have passed upon certain legal
matters in connection with the offered securities. Any underwriters will be advised about other
issues relating to any offering by their own legal counsel.
EXPERTS
The consolidated financial statements of Perficient, Inc. at December 31, 2004 and the year
then ended incorporated by reference in this prospectus have been audited by BDO Seidman, LLP, an
independent registered public accounting firm, to the extent and for the period set forth in their
report
18
incorporated herein by reference, and are incorporated herein in reliance upon such report
given upon the authority of said firm as experts in auditing and accounting.
The consolidated financial statements of Perficient, Inc. and Genisys Consulting, Inc.
incorporated by reference in this Prospectus and Registration Statement have been audited by Ernst
& Young LLP, independent registered public accounting firm, with respect to Perficient, Inc. as of
December 31, 2003 and for the year then ended, and Ernst & Young LLP, independent auditors, with
respect to Genisys Consulting, Inc. as of December 31, 2003 and 2002 and for each of the two years
in the period ended December 31, 2003, to the extent indicated in their reports thereon
incorporated by reference. Such consolidated financial statements have been incorporated herein by
reference in reliance upon such reports given on the authority of such firm as experts in
accounting and auditing.
The financial statements of Meritage Technologies, Inc. as of December 31, 2002 and 2003
incorporated by reference in this prospectus have been audited by Grant Thornton LLP as set forth
in their report incorporated herein by reference, and are incorporated in reliance upon such
report, given on their authority as experts in accounting and auditing.
The financial statements of ZettaWorks LLC as of December 31, 2002 and 2003 incorporated by
reference in this prospectus have been audited by BKD LLP as set forth in their report incorporated
herein by reference, and are incorporated in reliance upon such report, given on their authority as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and other periodic reports, proxy statements and other information
with the SEC. Our SEC filings are available over the Internet at the SECs web site at
http://www.sec.gov. You may also read and copy any document we file with the SEC at the SECs
public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for more information on the public reference room and its copy charges. You
may also inspect our SEC reports and other information at our website at http://www.perficient.com.
We do not intend for information contained in our website to be part of this prospectus.
INFORMATION WE INCORPORATE BY REFERENCE
Some of the important business and financial information that you may want to consider is not
included in this prospectus, but rather is incorporated by reference to documents that have been
filed by us with the Securities and Exchange Commission pursuant to the Exchange Act of 1934. The
information that is incorporated by reference consists of:
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Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, as amended
by Amendment No. 1; |
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Quarterly Report on Form 10-Q for the quarter ended March 31, 2005; |
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Quarterly Report on Form 10-Q for the quarter ended June 30, 2005; |
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Current Reports on Form 8-K filed on February 3, 2005, April 8, 2005, May 13, 2005,
June 15, 2005, September 6, 2005 and September 9, 2005; |
19
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Current Reports on Form 8-K filed on April 16, 2004 (as amended on June 16, 2004 and
June 17, 2004), June 23, 2004 (as amended August 30, 2004) and December 22, 2004 (as
amended on March 4, 2005); |
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Our Unaudited Pro Forma Condensed Combined Statement of Operations for the year
ended December 31, 2004 included in our Prospectus dated July 12, 2005 and filed with
the Securities and Exchange Commission pursuant to Rule 424(b)(3), Registration No.
333-123177; and |
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The description of our common stock contained in our Form 8-A filed with SEC on July
22, 1999 (File No. 000-15169). |
All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
after the date of the initial registration statement and prior to the effectiveness of the
registration statement and subsequent to the date of this prospectus and prior to the termination
of this offering, shall be deemed incorporated by reference in this prospectus and made a part
hereof from the date of filing of those documents. Any statement contained in a document
incorporated or deemed incorporated by reference in this prospectus shall be deemed modified or
superseded for purposes of this prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed incorporated by reference herein
or in any prospectus supplement modifies or supersedes that statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
We will provide without charge to each person who is delivered a prospectus, on written or
oral request, a copy of any or all of the documents incorporated by reference herein (other than
exhibits to those documents unless those exhibits are specifically incorporated by reference into
those documents). Requests for copies should be directed to Investor Relations, Perficient, Inc.,
1120 South Capital of Texas Highway, Building 3, Suite 220, Austin, Texas 78746, Telephone: (512)
531-6000.
20