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May 17, 2005
Mail Stop 04-06
John T. McDonald
Chairman of the Board and Chief Executive Officer
Perficient, Inc.
1120 South Capital of Texas Highway
Building 3, Suite 220
Austin, Texas 78746
Re: Perficient, Inc.
Amendment No. 2 to Form S-3
Filed May 4, 2005
File No. 333-123177
Dear Mr. McDonald:
This is to advise you that we have limited our review of
the above amended registration statement to the matters addressed
below and we have the following comments.
REGISTRATION STATEMENT ON FORM S-3
General
1. We note your filing of updated financial statements for the
quarter ended March 31, 2005 in your Form 10-Q filed on May 13,
2005.
Please have your auditors update their consent.
Prospectus Coverpage
2. Please revise each coverpage to include a cross-reference
notifying investors that you are registering concurrent shelf and
resale offerings.
Plan of Distribution, page 15 (resale prospectus)
3. We note your disclosure stating that you will name any person
who
may be deemed an underwriter in a prospectus supplement. Since
you
currently name selling shareholders, please include disclosure
stating that your selling shareholders, brokers, dealers, agents
and
market makers may be deemed to be underwriters, if true.
Legal Matters, page 14 (shelf prospectus)
Legal Matters, page 16 (resale prospectus)
4. We note that you have included an opinion of counsel from
Vinson &
Elkins dated May 3, 2005, please revise both prospectuses to state
that you Vinson & Elkins has passed upon these legal matters
rather
than "will pass" upon these legal matters.
* * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that they
have provided all information investors require for an informed
decision. Since the company and its management are in possession
of
all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
If you have any questions, please contact Neil Miller at
(202)
551-3442. If you need additional assistance you may contact me at
(202) 551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: J. Nixon Fox, III, Esq. (via facsimile)
Vinson & Elkins LLP
The Terrace 7
2801 Via Fortuna, Suite 100
Austin, Texas 78746-7568
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Perficient, Inc.
File No. 333-123177
May 17, 2005
Page 1