Unassociated Document
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)
March 16, 2007
PERFICIENT,
INC.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
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001-15169
|
74-2853258
|
|
(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
South Capital of Texas Highway, Suite 220,
Building
3, Austin, Texas
|
78746
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area
code (512)
531-6000
(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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
4.01. Changes in Registrant’s Certifying
Accountant.
(a)
On
March 16, 2007, Perficient, Inc. (the “Company”) dismissed BDO Seidman, LLP
("BDO Seidman") as its principal accountants. The Audit Committee of the
Company’s Board of Directors participated in, recommended and authorized the
decision to change its principal accountants.
The
audit
reports of BDO Seidman on the Company's financial statements as of December
31,
2006 and 2005 and for the years then ended did not contain an adverse opinion
or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. The audit reports of BDO Seidman on
management’s assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial reporting
as
of December 31, 2006 and 2005 did not contain any adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principles, except as discussed below. BDO Seidman’s audit report
on management’s assessment of the effectiveness of internal control over
financial reporting and the effectiveness of internal control over financial
reporting as of December 31, 2005 indicated that the Company did not maintain
effective internal control over financial reporting because of a material
weakness on the achievement of the objectives of the control criteria and
contained an explanatory paragraph that stated the Company did not maintain
a
sufficient number of personnel to fill key accounting functions which resulted
in the following: the assignment of existing accounting staff to incompatible
duties, the Company’s limited reliance on preventive and application controls
and over reliance on detective controls, and the lack of detail reviews of
key
spreadsheet controls. BDO Seidman’s audit report on management’s assessment of
the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting as of December 31,
2006 indicated that in BDO Seidman’s opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of
December 31, 2006.
During
the two years ended December 31, 2006 and through March 16, 2007, there were
no
disagreements between the Company and BDO Seidman on any matter of accounting
principles or practices, financial statement disclosure, auditing scope or
procedure, or matter of the kind described in Item 304(a)(1)(v) of Regulation
S-K, which if not resolved to the satisfaction of BDO Seidman, would have
required BDO Seidman to make reference to the subject matter of such
disagreement in connection with its opinion on the financial statements of
the
Company for such years. During the Company’s two years ended December 31, 2006
and through March 16, 2007, there have been no reportable events of the kind
described in Item 304(a)(1)(v) of Regulation S-K, except that BDO Seidman
advised the Company of the material weakness identified in internal controls
over financial reporting for the year ended December 31, 2005 as discussed
above.
The
Company provided BDO Seidman with a copy of this Form 8-K prior to its filing
and requested that BDO Seidman furnish the Company with a letter addressed
to
the Securities and Exchange Commission stating whether or not it agrees with
the
above statements. A copy of such letter, dated March 19, 2007, is attached
hereto as Exhibit 16.1.
(b)
The
Company engaged the accounting firm of KPMG LLP (“KPMG”) to serve as its
principal accountants as of March 22, 2007. During the fiscal years ended
December 31, 2006 and 2005, and through March 21, 2007, the Company did not
consult with KPMG on any of the matters or events set forth in Item 304(a)(2)
of
Regulation S-K.
Item
9.01. Financial Statements, Pro Forma Financial Information and
Exhibits.
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Exhibit
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Description
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| |
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16.1
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Letter
regarding change in certifying accountant
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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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| |
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|
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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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|
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Date:
March 22, 2007
EXHIBIT
INDEX
| |
|
|
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16.1
|
|
Letter
regarding change in certifying
accountant
|