OMB APPROVAL
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UNITED STATES OMB Number:
SECURITIES AND EXCHANGE COMMISSION 3235-0145
Washington, D.C. 20549 Expires:
November 30, 2002
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SCHEDULE 13D**
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Perficient, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
71375U 10 1
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 10, 2002
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(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 921,308
which constitutes approximately 8.5% 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).
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CUSIP No. 71375U 10 1 Page 2 of 5 Pages
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1. NAME OF REPORTING PERSON:
Sam J. Fatigato
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
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NUMBER OF
SHARES 7. SOLE VOTING POWER: 921,308
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER: -0-
EACH -------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER: 921,308
PERSON -------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER: -0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 921,308
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11): 8.5%
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14. TYPE OF REPORTING PERSON: IN
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Item 1. Security and Issuer.
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This statement constitutes Amendment No. 2 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. 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.
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Items 5 (a) and (b) are hereby amended and restated as follows:
(a) Mr. Fatigato beneficially owns 921,308 Shares
constituting approximately 8.5% 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 921,308 Shares constituting approximately 8.5%
of the Shares of common stock of the Company and the sole power
to vote such shares.
Item 5(c) is amended by adding the following to the end of
such section:
(c) During the past sixty (60) days, Mr. Fatigato has sold
the following securities in open market transactions on the
NASDAQ National Market at the unit price indicated:
Date Sold #Shares Sold Unit Price
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11/4/2002 5000 0.6
11/7/2002 1000 0.62
11/7/2002 1000 0.62
11/7/2002 500 0.62
11/26/2002 100 0.48
11/26/2002 100 0.47
11/26/2002 100 0.46
11/26/2002 100 0.45
11/26/2002 200 0.486
12/2/2002 4400 0.45
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
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Item 6 is amended by adding the following as the second paragraph
of such section:
"Attached hereto as Exhibit E, and incorporated herein
by reference, is a Share Purchase Agreement dated as of
December 10, 2002 pursuant to which Mr. Fatigato has
agreed to sell 400,000 Shares at a closing on or about
January 2, 2003 at a price per Share of $0.375, subject
to adjustment in certain circumstances, as provided
therein."
Item 7. Materials to be Filed as Exhibits.
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Item 7 is hereby amended by adding the following to the end of
such section:
Exhibit E Share Purchase Agreement dated
December 10, 2002
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: December 10, 2002
/s/ Sam J. Fatigato
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Sam J. Fatigato
EXHIBIT INDEX
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Exhibit
Page No.
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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