PERFICIENT,
INC.
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(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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1120
S. Capital of Texas Highway, Suite 220, Bldg. 3
Austin,
Texas 78746
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(Address
of principal executive offices including zip code)
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(512)
531-6000
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Registrant’s
telephone number, including area code:
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Item 1.01. |
Entry
Into a Material Definitive
Agreement.
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Item 2.01 |
Completion
of Acquisition or Disposition of
Assets.
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Item 3.02 |
Unregistered
Sales of Equity
Securities.
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Item 5.02 |
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
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·
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an
annual salary of $215,000;
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·
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a
restricted stock grant of 50,000 shares of the Company’s common stock,
vesting over five years, subject to approval by the
Board;
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·
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an
annual performance bonus equal to 40% of Mr. Martin’s base salary in the
event the Company achieves certain performance targets approved
by the
Chief Executive Officer;
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·
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severance
benefits equal to six month’s annual salary if Mr. Martin is terminated
without cause or resigns with good reason after 270 days of service
with
the Company, with such benefits increasing to one-year’s annual salary
after 450 days of service; and
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·
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severance
benefits if Mr. Martin is terminated without cause within the first
year
after a change of control equal to (i) six month’s annual salary if the
change of control occurs within the first 270 days of Mr. Martin’s service
with the Company or (ii) one year’s annual salary if the change of control
occurs thereafter.
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Item 7.01 |
Regulation
FD Disclosure.
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Item 9.01 |
Financial
Statements and Exhibits.
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(a) |
Financial
statements of businesses
acquired.
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(b) |
Pro
forma financial information.
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(c) |
Exhibits.
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Exhibit
No.
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Description
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2.1
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—
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Asset
Purchase Agreement, dated as of July 20, 2006, by and among Perficient,
Inc., Perficient DCSS, Inc. and Digital Consulting & Software
Services, Inc.
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10.1
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—
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Offer
Letter, dated July 20, 2006, by and between Perficient, Inc. and
Mr. Paul
E. Martin.
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99.1
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—
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Press
Release dated July 21, 2006.
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99.2
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—
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Press
Release dated July 24, 2006.
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Dated: July 26, 2006 | PERFICIENT, INC. | ||
By: | /s/ Michael D. Hill | ||
Michael D. Hill | |||
Chief Financial Officer |
Exhibit
No.
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Description
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2.1
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—
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Asset
Purchase Agreement, dated as of July 20, 2006, by and among Perficient,
Inc., Perficient DCSS, Inc. and Digital Consulting & Software
Services, Inc.
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10.1
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—
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Offer
Letter, dated July 20, 2006, by and between Perficient, Inc. and
Mr. Paul
E. Martin.
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99.1
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—
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Press
Release dated July 21, 2006.
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99.2
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—
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Press
Release dated July 24, 2006.
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