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As filed with the Securities and Exchange Commission on September 7, 2004.

Registration No. 333-          



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


PERFICIENT, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)
      74-2853258
(I.R.S. Employer
Identification Number)
1120 South Capital of Texas Highway
Building 3, Suite 220
Austin, Texas 78746

(Address of principal executive offices, including zip code)

Perficient, Inc. 1999 Stock Option/Stock Issuance Plan
(Full title of the plan)

John T. McDonald
1120 South Capital of Texas Highway
Building 3, Suite 220
Austin, Texas 78746
(512) 531-6000

(Name, address and telephone number, including area code, of agent for service)

Copies to:
J. Nixon Fox, III
Vinson & Elkins L.L.P.
The Terrace 7
2801 Via Fortuna, Suite 100
Austin, Texas 78746
(512) 542-8400
(512) 542-8612 (Fax)

CALCULATION OF REGISTRATION FEE


Title of securities
to be registered

  Amount to be
registered(1)

  Proposed
maximum
offering price
per share(2)

  Proposed maximum
aggregate offering
price

  Amount of
registration
fee


Common Stock (par value $0.001 per share)   3,960,063 shares   $3.24   $12,830,604.12   $1,625.64

(1)
If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this Registration Statement changes, the provisions of Rule 416 shall apply to this Registration Statement, and this Registration Statement shall be deemed to cover the additional securities resulting from the split of, or dividend on the securities covered by this Registration Statement.

(2)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, using the average of the high and low trading prices of the Registrant's Common Stock reported on the Nasdaq SmallCap Market on September 1, 2004.





Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        This Registration Statement is being filed, in accordance with General Instruction E to Form S-8, to register an additional 3,960,063 shares of common stock, par value $0.001 per share, of Perficient, Inc., a Delaware corporation (the "Company"), that may be issued under the Perficient, Inc. 1999 Stock Option/Stock Issuance Plan (the "Plan"). The contents of the Company's Registration Statement on Form S-8 filed on July 31, 2000 (File Number 333-42626) registering 1,850,000 shares of stock under the Plan and the Company's Registration Statement on Form S-8 filed on December 21, 2001 (File Number 333-75666) registering an additional 1,379,000 shares of stock under the Plan are incorporated herein by reference.


Item 8. Exhibits.

Exhibit Number

  Description

5.1   Opinion of Vinson & Elkins L.L.P.

23.1

 

Consent of Ernst & Young LLP

23.2

 

Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto)

23.3

 

Consent of Grant Thornton LLP

24.1

 

Power of Attorney

1



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on the 7th day of September, 2004.

    PERFICIENT, INC.

 

 

By:

 

/s/ John T. McDonald

John T. McDonald
Chief Executive Officer

 

 

By:

 

/s/ Michael D. Hill

Michael D. Hill
Chief Financial Officer
Principal Accounting Officer

        Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

  Title
  Date

/s/ John T. McDonald

John T. McDonald

 

Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)

 

September 7, 2004

/s/ Michael D. Hill

Michael D. Hill

 

Chief Financial Officer

 

September 7, 2004

  

David S. Lundeen

 

Director

 

September 7, 2004

/s/ Robert E. Pickering, Jr.*

Robert E. Pickering, Jr.

 

Director

 

September 7, 2004

/s/ Max D. Hopper*

Max D. Hopper

 

Director

 

September 7, 2004

/s/ Kenneth R. Johnsen*

Kenneth R. Johnsen

 

Director

 

September 7, 2004

/s/ Ralph C. Derrickson*

Ralph C. Derrickson

 

Director

 

September 7, 2004

*By: /s/ Michael D. Hill

Michael D. Hill
Attorney-in-Fact

 

 

 

 


INDEX TO EXHIBITS

Exhibit
Number

  Description

5.1   Opinion of Vinson & Elkins L.L.P.

23.1

 

Consent of Ernst & Young LLP

23.2

 

Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto)

23.3

 

Consent of Grant Thornton LLP

24.1

 

Power of Attorney



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Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
INDEX TO EXHIBITS