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): January 2, 2015
PERFICIENT, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-15169
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74-2853258
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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555 Maryville University Drive, Suite 600, Saint Louis, Missouri
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63141
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code (314) 529-3600
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 2, 2015, Perficient, Inc. (the "Company") executed a second amendment and consent (the "Second Amendment") to its Second Amended and Restated Credit Agreement, dated as of July 31, 2013, as previously amended (the "Credit Agreement"). The Second Amendment, among other things, provides for an increase in the amount of available borrowing capacity under the Credit Agreement by $35 million, thereby allowing for revolving credit borrowings up to a maximum principal amount of $125 million. Additionally, under the Second Amendment, Wells Fargo Bank, National Association became party to the Credit Agreement as a lender to the Company.
Further, pursuant to the Second Amendment, the lenders waived the application of certain limitations under the Credit Agreement thereby authorizing the closing of the Asset Acquisition described in Item 2.01 of this Current Report on Form 8-K.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which the Company intends to file with its Annual Report on Form 10-K for the year ended December 31, 2014.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On January 2, 2015, the Company also completed the acquisition of substantially all of the assets (the "Asset Acquisition") of Zeon Solutions Incorporated, a Wisconsin corporation ("ZSI"), Grand River Interactive LLC, a Michigan limited liability company ("GRI"), and their Indian affiliate (collectively, "Zeon Solutions"), pursuant to an Asset Purchase Agreement, dated as of December 18, 2014 (the "Purchase Agreement"), by and among the Company, ZSI, GRI and Rupesh Agrawal, as the principal (the "Principal"), and certain related agreements.
Upon closing the Asset Acquisition, the Company paid Zeon Solutions total consideration of approximately $35.7 million, comprised of approximately $22.3 million in cash and 757,751 shares of the Company's common stock with an aggregate value of approximately $13.4 million (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 Purchase Agreement). The purchase price is subject to a net working capital adjustment and earnings-based contingent consideration of up to approximately $2.8 million, payable in cash and the Company's common stock.
Approximately $5.4 million of the purchase price payable to Zeon Solutions was placed in escrow as security for post-closing indemnification obligations of Zeon Solutions. Any amounts remaining in escrow after one year following the closing date will be released to Zeon Solutions, net of any pending indemnification claims.
The Company does not have any material relationship with Zeon Solutions or the Principal, other than in respect of the Purchase Agreement and the Asset Acquisition.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was attached as Exhibit 2.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on December 22, 2014, and incorporated herein by reference.
A copy of the press release issued by the Company announcing the closing of the Asset Acquisition is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares of Company common stock issued to Zeon Solutions as part of the purchase price were issued in a privately negotiated transaction pursuant to Section 4(a)(2) and Regulation D of the Securities Act of 1933, as amended, as the basis for exemption from registration. These shares were not issued pursuant to any public solicitation.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
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Number
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Description
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2.1
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Asset Purchase Agreement, dated as of December 18, 2014, by and among Perficient, Inc., Zeon Solutions Incorporated, Grand River Interactive LLC and Rupesh Agrawal, previously filed with the Securities and Exchange Commission as an Exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2014, and incorporated herein by reference*
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99.1
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Perficient, Inc. Press Release, dated January 2, 2015
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* All Exhibits and Schedules have been omitted from the filed copy of this agreement. The Company will furnish, supplementally, a copy of such Exhibits and Schedules to the Securities and Exchange Commission upon request.
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.
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PERFICIENT, INC.
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Date: January 5, 2015
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By:
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/s/ Paul E. Martin |
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Paul E. Martin
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Chief Financial Officer
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For more information, please contact:
Bill Davis, Perficient, 314-529-3555
bill.davis@perficient.com
For Immediate Release
PERFICIENT COMPLETES ACQUISITION OF ZEON SOLUTIONS
~The company also announces expansion of its existing credit facility ~
SAINT LOUIS (Jan. 2, 2015) – Perficient Inc. (NASDAQ: PRFT), a leading information technology and management consulting firm serving Global 2000 and other large enterprise customers throughout North America, today announced it has completed the acquisition of Zeon Solutions Incorporated and its subsidiary, Grand River Interactive LLC, and an Indian affiliate (collectively, "Zeon Solutions"). Details and terms of the acquisition were previously announced on December 18th, 2014.
Additionally, Perficient expanded its existing credit facility. The facility now provides for borrowings of up to $125 million, an increase of $35 million over the previous availability. Wells Fargo Bank, National Association is also now a lender to Perficient under the facility.
"The expansion of our credit facility ensures we'll continue to have the financial flexibility necessary to invest in our business, execute against our ongoing stock repurchase program, and continue our growth strategy," said Paul Martin, Perficient's chief financial officer.
About Perficient
Perficient is a leading information technology and management 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 two offshore locations in 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 Microsoft National Service Provider and Gold Certified Partner; an Oracle Platinum Partner; a Platinum Salesforce.com Cloud Alliance Partner; a TeamTIBCO partner; and an EMC Select Services Team Partner. For more information, visit www.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 2015. 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, 2013 and in our quarterly report on Form 10-Q for the quarter ended June 30, 2014 and the following:
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(1)
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the occurrence of any event, change or other circumstance that could give rise to termination of the purchase agreement or a failure to complete the proposed acquisition due to the inability of a party to satisfy the conditions to closing the acquisition;
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(2)
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the possibility that we will not be able to realize the benefits of the acquisition;
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(3)
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the possibility that our actual results do not meet the projections and guidance contained in this news release;
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(4)
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the impact of the general economy and economic uncertainty on our business;
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(5)
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risks associated with the operation of our business generally, including:
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a.
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client demand for our services and solutions;
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b.
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maintaining a balance of our supply of skills and resources with client demand;
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c.
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effectively competing in a highly competitive market;
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d.
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protecting our clients' and our data and information;
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e.
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risks from international operations;
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obtaining favorable pricing to reflect services provided;
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g.
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adapting to changes in technologies and offerings;
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h.
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risk of loss of one or more significant software vendors; and
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i.
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implementation of our new Enterprise Resource Planning system;
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(6)
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legal liabilities, including intellectual property protection and infringement or personally identifiable information;
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(7)
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risks associated with managing growth organically and through acquisitions; and
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(8)
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the risks detailed from time to time within our filings with the Securities and Exchange Commission.
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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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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.