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    SEC Form S-8 POS filed by Perficient Inc.

    10/2/24 5:15:56 PM ET
    $PRFT
    EDP Services
    Technology
    Get the next $PRFT alert in real time by email
    S-8 POS 1 d843928ds8pos.htm S-8 POS S-8 POS

    As filed with the Securities and Exchange Commission on October 2, 2024

    Registration No. 333-273689

    Registration No. 333-257461

    Registration No. 333-219660

    Registration No. 333-198589

    Registration No. 333-183422

    Registration No. 333-160465

    Registration No. 333-157799

    Registration No. 333-147730

    Registration No. 333-130624

    Registration No. 333-118839

    Registration No. 333-75666

    Registration No. 333-44854

    Registration No. 333-42626

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    POST-EFFECTIVE AMENDMENT NO. 1 TO:

    Form S-8 Registration Statement No. 333-273689

    Form S-8 Registration Statement No. 333-257461

    Form S-8 Registration Statement No. 333-219660

    Form S-8 Registration Statement No. 333-198589

    Form S-8 Registration Statement No. 333-183422

    Form S-8 Registration Statement No. 333-160465

    Form S-8 Registration Statement No. 333-157799

    Form S-8 Registration Statement No. 333-147730

    Form S-8 Registration Statement No. 333-130624

    Form S-8 Registration Statement No. 333-118839

    Form S-8 Registration Statement No. 333-75666

    Form S-8 Registration Statement No. 333-44854

    Form S-8 Registration Statement No. 333-42626

    UNDER

    THE SECURITIES ACT OF 1933

     

     

    Perficient, Inc.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   74-2853258

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification No.)

    555 Maryville University Drive

    Suite 600

    St Louis, Missouri

      63141
    (Address of Principal Executive Offices)   (Zip code)

     

     

    THIRD AMENDED AND RESTATED PERFICIENT, INC. 2012 LONG TERM INCENTIVE PLAN

    THE PERFICIENT, INC. 401(k) EMPLOYEE SAVINGS PLAN

    SECOND AMENDED AND RESTATED PERFICIENT, INC. 2012 LONG TERM INCENTIVE PLAN

    AMENDED AND RESTATED PERFICIENT, INC. 2012 LONG TERM INCENTIVE PLAN

    PERFICIENT, INC. 2012 LONG-TERM INCENTIVE PLAN

    (Full title of the plans)

    Mr. Paul E Martin

    Chief Financial Officer, Treasurer and Assistant Secretary

    Perficient, Inc.

    555 Maryville University Drive

    Suite 600

    St. Louis, Missouri 63141

    (Name and address of agent for service)

    (314)-529-3600

    (Telephone number, including area code, of agent for service)

     

     

    Copy to:

    Robert M. Hayward, P.C.

    Kevin M. Frank

    Kirkland & Ellis LLP

    333 West Wolf Point Plaza

    Chicago, Illinois 60654

    (312) 862-2200

     

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer   ☒    Accelerated filer   ☐
    Non-accelerated filer   ☐    Smaller reporting company   ☐
         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 7(a)(2)(B) of the Securities Act. ☐

     

     

     


    DEREGISTRATION OF SECURITIES

    This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”) of Perficient, Inc., a Delaware corporation (the “Registrant”), which were previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):

     

    1.    Registration Statement on Form S-8 (File No. 333-273689),  filed with the SEC on August 4, 2023, registering 1,500,000 shares of common stock, $0.001 par value per share (the “Common Stock”), reserved for issuance pursuant to the Third Amended and Restated Perficient, Inc. 2012 Long Term Incentive Plan.
    2.    Registration Statement on Form S-8 (File No. 333-257461), filed with the SEC on June 28, 2021, registering 300,000 shares of Common Stock reserved for issuance pursuant to the Perficient, Inc. 401(k) Employee Savings Plan.
    3.    Registration Statement on Form S-8 (File No. 333-219660), filed  with the SEC on August 3, 2017, registering 2,000,000 shares of Common Stock, reserved for issuance pursuant to the Second Amended and Restated Perficient, Inc. 2012 Long Term Incentive Plan and 250,000 shares of Common Stock reserved for issuance pursuant to the Perficient, Inc. 401(k) Employee Savings Plan.
    4.    Registration Statement on Form S-8 (File No. 333-198589), filed  with the SEC on September 5, 2014, registering 2,500,000 shares of Common Stock, reserved for issuance pursuant to the Amended and Restated Perficient, Inc. 2012 Long Term Incentive Plan and 250,000 shares of Common Stock reserved for issuance pursuant to the Perficient, Inc. 401(k) Employee Savings Plan.
    5.    Registration Statement on Form S-8 (File No. 333-183422), filed  with the SEC on August 20, 2012, registering 2,500,000 shares of Common Stock, reserved for issuance pursuant to the Perficient, Inc. 2012 Long Term Incentive Plan and 250,000 shares of Common Stock reserved for issuance pursuant to the Perficient, Inc. 401(k) Employee Savings Plan.
    6.    Registration Statement on Form S-8 (File No. 333-160465),  filed with the SEC on July 8, 2009, registering 1,500,000 shares of Common Stock, reserved for issuance pursuant to the Perficient, Inc. 2009 Long Term Incentive Plan and 500,000 shares of Common Stock reserved for issuance pursuant to the Perficient, Inc. 401(k) Employee Savings Plan.
    7.    Registration Statement on Form S-8 (File No. 333-157799),  filed with the SEC on March 10, 2009, registering 1,000,000 shares of Common Stock, reserved for issuance pursuant to the Perficient, Inc. 1999 Stock Option/Stock Issuance Plan.
    8.    Registration Statement on Form S-8 (File No. 333-147730),  filed with the SEC on November 30, 2007, registering 2,000,000 shares of Common Stock, reserved for issuance pursuant to the Perficient, Inc. 1999 Stock Option/Stock Issuance Plan and 500,000 shares of Common Stock reserved for issuance pursuant to the Perficient, Inc. 401(k) Employee Savings Plan.
    9.    Registration Statement on Form S-8 (File No. 333-130624), filed  with the SEC on December 22, 2005, registering 2,000,000 shares of Common Stock, reserved for issuance pursuant to the Perficient, Inc. 1999 Stock Option/Stock Issuance Plan and 500,000 shares of Common Stock reserved for issuance pursuant to the Perficient, Inc. Employee Stock Purchase Plan.
    10.    Registration Statement on Form S-8 (File No. 333-118839), filed  with the SEC on September 7, 2004, registering 3,960,063 shares of Common Stock, reserved for issuance pursuant to the Perficient, Inc. 1999 Stock Option/Stock Issuance Plan.
    11.    Registration Statement on Form S-8 (File No. 333-75666), filed  with the SEC on December 21, 2001, registering 1,379,000 shares of Common Stock, reserved for issuance pursuant to the Perficient, Inc. 1999 Stock Option/Stock Issuance Plan.

     

    2


    12.    Registration Statement on Form S-8 (File No. 333-44854), filed with the SEC on August 30, 2000, registering 100,000 shares of Common Stock reserved for issuance pursuant to the Perficient, Inc. Employee Stock Purchase Plan.
    13.    Registration Statement on Form S-8 (File No. 333-42626), filed with the SEC on July 31, 2000, registering 2,226,042 shares of Common Stock reserved for issuance pursuant to the Perficient, Inc. 1999 Stock Option/Stock Issuance Plan.

    On October 2, 2024, pursuant to an Agreement and Plan of Merger, dated May 5, 2024, by and among Plano HoldCo, Inc., a Delaware corporation (“Parent”), Plano BidCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant, with the Registrant surviving as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of funds managed by affiliates of BPEA Private Equity Fund VIII.

    As a result of the Merger, the Registrant is terminating the Registration Statements and deregistering the remaining shares of Common Stock (the “Shares”) registered but unsold under the Registration Statements, if any, in accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the Shares that had been registered for issuance that remain unsold at the termination of the offerings. The Registrant hereby removes from registration any and all such Shares registered but unsold under the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such Shares.

     

    3


    SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on October 2, 2024.

     

    PERFICIENT, INC.
    By:  

    /s/ Paul E. Martin

    Name:   Paul E. Martin
    Title:   Chief Financial Officer

    Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.

     

    4

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