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): July 16, 2018
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) | (Zip Code) | |
Registrant’s telephone number, including area code (314) 529-3600
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 7.01 REGULATION FD DISCLOSURE
On July 16, 2018, Perficient, Inc. issued a press release announcing the acquisition on July 16, 2018 of substantially all of the assets of Stone Temple Consulting Corporation, a Massachusetts corporation. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information in this Item 7.01 and the attached Exhibit 99.1 is deemed to be furnished and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) | Exhibits. |
Exhibit | |
Number | Description |
99.1 | Perficient, Inc. Press Release, dated July 16, 2018 |
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: July 16, 2018 | By: | /s/ Paul E. Martin |
Paul E. Martin | ||
Chief Financial Officer | ||
EXHIBIT 99.1
For more information, please contact:
Bill Davis, Perficient, 314-529-3555
PERFICIENT ACQUIRES STONE TEMPLE CONSULTING
SAINT LOUIS, MO (July 16, 2018) - Perficient, Inc. (NASDAQ: PRFT) (“Perficient”), the leading digital transformation consulting firm serving Global 2000 and other large enterprise customers throughout North America, today announced it has acquired Stone Temple Consulting Corporation (“Stone Temple”), an award winning Boston-based $9 million annual revenue digital marketing agency.
The acquisition is expected to be accretive to adjusted earnings per share immediately.
“We are excited to continue to strengthen our digital capabilities with the strategic acquisition of Stone Temple,” said Jeffrey Davis, Perficient’s chairman and CEO. “Stone Temple’s capabilities are highly complementary to those of our award-winning digital agency, Perficient Digital. Stone Temple’s reputation for delivering excellent search engine optimization and content marketing solutions, customer-centric mentality, and solid client roster ensures a strong cultural fit and compelling opportunities for accelerated growth moving forward.”
The acquisition of Stone Temple:
▪ | Broadens and deepens Perficient’s digital marketing, content marketing, search engine optimization marketing and content services; |
▪ | Increases Perficient’s presence in the Northeast region; |
▪ | Adds approximately 60 consulting, technology, sales and general and administrative professionals; and |
▪ | Brings strategic client relationships with Fortune 1000 customers across several industries. |
Stone Temple founder and CEO Eric Enge, the 2016 US Search Personality of the Year (US Search Awards) and 2016 Search Marketer of the Year (Search Engine Land’s Landy Awards), joins Perficient in a key leadership role.
“Perficient and Perficient Digital are well known for expertise across many technology platforms and are widely-regarded as one of the largest and most capable digital transformation consulting firms in the country,” said Enge. “We’re thrilled to join the Perficient team and accelerate our collective opportunities for continued growth and success.”
About Perficient
Perficient is the leading digital transformation consulting firm serving Global 2000® and enterprise customers throughout North America. With unparalleled information technology, management consulting, and creative capabilities, Perficient and its Perficient Digital agency deliver vision, execution, and value with outstanding digital experience, business optimization, and industry solutions. Our work enables clients to improve productivity and competitiveness; grow and strengthen relationships with customers, suppliers, and partners; and reduce costs. Perficient's professionals serve clients from a network of offices across North America and offshore locations in India and China. 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 Premier Level IBM business partner, a Microsoft National Service Provider and Gold Certified Partner, an Oracle Platinum Partner, an Adobe Premier Partner, and a Gold Salesforce Consulting 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 2018. 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. We are under no duty to update any of the forward-looking statements after the date hereof. 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, 2017.