SECURITIES AND EXCHANGE COMMISSION
Issuer Delisting; Order Granting the Application of Perficient, Inc. to Withdraw its Common Stock, $.001 par value, from Listing and Registration on the Boston Stock Exchange, Inc. File No. 1-15169
April 6, 2005
On February 15, 2005, Perficient, Inc., a Delaware corporation ("Issuer"), filed an application with the Securities and Exchange Commission ("Commission"), pursuant to Section 12(d) of the Securities Exchange Act of 1934 ("Act")1 and Rule 12d2-2(d) thereunder,2 to withdraw its common stock, $.001 par value ("Security"), from listing and registration on the Boston Stock Exchange, Inc. ("BSE"). Notice of such application requesting comments was published in the Federal Register on March 15, 2005.3 No comments were received. As discussed below, the Commission is granting the application.
On February 7, 2005, the Board of Directors ("Board") of the Issuer approved resolutions to withdraw the Security from listing and registration on BSE. In making the decision to delist the Security from BSE, the Issuer stated that the following reason factored into its decision. Over the course of the past twelve months, the Issuer has periodically reviewed its ability to comply with the listing standards of Nasdaq National Market ("Nasdaq") in order to move the listing of the Security from Nasdaq SmallCap Market to Nasdaq. The Issuer was aware that once the Security was listed on Nasdaq, the Security would then be a covered security pursuant to Sections 18(b)(1)(A) of the Securities Act of 1933 ("Securities Act")4 and the Issuer would no longer need to maintain the listing of the Security on BSE to qualify for the exemption provided by Section 18 of the Securities Act. In December 2004, the Issuer determined that it met the criteria for listing the Security on Nasdaq. In January 2005, the Issuer applied to Nasdaq to move the listing of the Security to Nasdaq and to begin trading of the Security from Nasdaq SmallCap Market to Nasdaq on February 2, 2005. Concurrent with its decision to apply for listing the Security on Nasdaq, the Issuer received a request from BSE on January 3, 2005 to update the Issuer's number of shares listed on BSE, to confirm compliance with the corporate governance requirements of the Sarbanes-Oxley Act of 2002, and to confirm the current number of beneficial holders of the Security. On February 3, 2005, the Issuer notified BSE that the Security was listed on Nasdaq and that the Issuer desired to voluntarily delist from BSE.
The Issuer stated in its application that it has complied with BSE procedures for delisting by filing the required documents governing the withdrawal of securities from listing and registration on BSE. The Issuer's application relates solely to withdrawal of the Security from listing on BSE and from registration under Section 12(b) of the Act,5 and shall not affect its obligation to be registered under Section 12(g) of the Act.6
The Commission, having considered the facts stated in the application and having due regard for the public interest and protection of investors, orders that the application be, and it hereby is, granted, effective at the opening of business on April 7, 2005.
For the Commission, by the Division of Market Regulation, pursuant to delegated authority.7
Jonathan G. Katz
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