SECURITIES AND EXCHANGE COMMISSION
Issuer Delisting; Notice of 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
March 9, 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").
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 the 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")3 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 voluntary 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,4 and shall not affect its obligation to be registered under Section 12(g) of the Act.5
Any interested person may, on or before April 4, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of BSE, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:
- Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.
All submissions should refer to File Number 1-15169. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.
The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.
For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 6
Jonathan G. Katz
|1|| 15 U.S.C. 78l(d).
|2|| 17 CFR 240.12d2-2(d).
|3|| 15 U.S.C. 77r § 18(b)(1)(A).
|4|| 15 U.S.C. 781(b).
|5|| 15 U.S.C. 781(g).
|6|| 17 CFR 200.30-3(a)(1).