-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tsk6TLQsV5/fKh/dxWtnfAg+jLWDQ+k02/oSlRNfygGuhOGGAMSsBD1NXvZhU2ds 2/95PMACE/9ebkiAoGBM9g== 0000919916-03-000002.txt : 20030106 0000919916-03-000002.hdr.sgml : 20030106 20030106141004 ACCESSION NUMBER: 0000919916-03-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FATIGATO SAM CENTRAL INDEX KEY: 0001114210 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1019 SCHOOL STREET CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 6302410723 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERFICIENT INC CENTRAL INDEX KEY: 0001085869 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 742853258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57761 FILM NUMBER: 03504650 BUSINESS ADDRESS: STREET 1: 7600-B NORTH CAPITAL OF TEXAS HGWY, STREET 2: SUITE 220 CITY: AUSTIN STATE: TX ZIP: 78731 BUSINESS PHONE: 5125316000 MAIL ADDRESS: STREET 1: 7600-B NORTH CAPITAL OF TEXAS OF HGWY STREET 2: SUITE 220 CITY: AUSTIN STATE: TX ZIP: 78731 SC 13D/A 1 sjf13d-am3.txt PERFICIENT, INC. SCHEDULE 13D AMENDMENT NO. 3 OMB APPROVAL ------------ UNITED STATES OMB Number: SECURITIES AND EXCHANGE COMMISSION 3235-0145 Washington, D.C. 20549 Expires: November 30, 2002 Estimated average burden hours per response: 11 SCHEDULE 13D** UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* Perficient, Inc. - ----------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - ----------------------------------------------------------------- (Title of Class of Securities) 71375U 10 1 -------------- (CUSIP Number) Sam J. Fatigato 4403 Travis Vista Drive Austin, Texas 78738 (630) 235-1438 with a copy to: Alexis Cooper, Esq. Altheimer & Gray 10 South Wacker Drive Chicago, Illinois 60606 (312) 715-4000 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 3, 2003 - ----------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d- 1(b)(3) or (4), check the following box. / / Check the following box if a fee is being paid with the statement. / / *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. **The total number of shares of common stock reported as beneficially owned by the Reporting Persons herein is 521,308 which constitutes approximately 4.8% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 10,833,584 shares of Perficient, Inc.'s common stock. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ----------------------------------------------------------------- CUSIP No. 71375U 10 1 Page 2 of 5 Pages - ----------------------------------------------------------------- 1. NAME OF REPORTING PERSON: Sam J. Fatigato - ----------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / / (b) / / - ----------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------- 4. SOURCE OF FUNDS: 00 - ----------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): / / - ----------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA - ----------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER: 521,308 BENEFICIALLY ------------------------------------------------- OWNED BY 8. SHARED VOTING POWER: -0- EACH ------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER: 521,308 PERSON ------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER: -0- - ----------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 521,308 - ----------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / / - ----------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.8% - ----------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: IN - ----------------------------------------------------------------- Item 1. Security and Issuer. ------------------- This statement constitutes Amendment No. 3 to the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities Exchange Commission ("SEC") on May 10, 2000 in connection with the shares of common stock, par value $.001 per share (the "Shares") of Perficient, Inc., a Delaware corporation (the "Company"), held by Sam J. Fatigato as amended by Amendment No. 1 filed with the SEC on April 23, 2002 and as further amended by Amendment No. 2 filed with the SEC on December 12, 2002. The principal executive offices of the Company are located at 7600-B North Capital of Texas Highway, Austin, Texas 78731. Unless otherwise stated herein, the Schedule 13D (as amended) remains in full force and effect. Terms used herein and not defined herein shall have the meanings ascribed thereto in the Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ Items 5 (a), (b) and (e) are hereby amended and restated as follows: (a) Mr. Fatigato beneficially owns 521,308 Shares constituting approximately 4.8% of the Shares of common stock of the Company. A portion of the Shares are subject to forfeiture under the terms set forth in the Merger Agreement. (b) Mr. Fatigato has the sole power to dispose or direct the disposition of 521,308 Shares constituting approximately 4.8% of the Shares of common stock of the Company and the sole power to vote such shares. (e) As of January 3, 2003, Mr. Fatigato ceased to be the beneficial owner of more than 5% of the Company's securities and therefore is no longer required to file reports under Section 13. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------- Item 6 is amended by adding the following as the end of the second paragraph of such section: "The transactions contemplated by the Share Purchase Agreement were consummated on January 3, 2003." After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 3, 2003 /s/ Sam J. Fatigato ------------------- Sam J. Fatigato EXHIBIT INDEX ------------- Exhibit Page No. ------- Exhibit A Agreement and Plan of Merger - previously filed Exhibit B Registration Rights Agreement - previously filed Exhibit C April 19, 2002 Resignation Letter - previously filed Exhibit D April 19, 2002 Letter Agreement regarding Shares - previously filed Exhibit E Share Purchase Agreement - previously filed -----END PRIVACY-ENHANCED MESSAGE-----