UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported) October
2, 2008
RESOURCES
CONNECTION, INC.
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Delaware
(State
or other jurisdiction
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0-32113
(Commission
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33-0832424
(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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17101
Armstrong Avenue, Irvine, California
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92614
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(714)
430-6400
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Not
applicable
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
2.02 Results of Operations and Financial Condition.
On
October 2, 2008, Resources Connection, Inc. (“Resources” or “the Company”)
issued a press release announcing its financial results for the first quarterly
period of fiscal year 2009. A copy of the press release is attached hereto
as
Exhibit 99.1.
Within
the attached
press
release, the Company makes reference to certain non-generally accepted
accounting principles (“non-GAAP”) financial measures, including consolidated
EBITDA and adjusted EBITDA. The Company believes that these
non-GAAP
measures
are useful to our investors because they are financial measures used by
management to assess the performance of our Company. Accordingly, where these
non-GAAP measures are provided, it is done so that investors have the same
financial data that management uses with the belief that such information will
assist the investment community in assessing the underlying performance of
the
Company on a year over year and sequential basis. Whenever such information
is
presented, the Company has complied with the provisions of the rules under
Regulation G and Item 2.02 of Form 8-K. In addition to the reasons described
above, specific reasons the Company’s management believes that the presentation
of certain non-GAAP financial measures provides useful information to investors
regarding the Company’s financial condition, results of operations and cash
flows are as follows:
The
non-GAAP measures presented
in the attached press release
are not
in accordance with, or an alternative for, GAAP and may be different from
non-GAAP measures used by other companies. In addition, these non-GAAP measures
are not based on any comprehensive set of accounting rules or principles. The
Company
believes
that non-GAAP measures have limitations in that they do not reflect all of
the
amounts associated with the Company’s
results of operations as determined in accordance with GAAP and that these
measures should only be used to evaluate the Company’s
results of operations in conjunction with the corresponding GAAP
measures.
For
its
internal budgeting process, the Company’s
management uses financial statements that include consolidated EBITDA and
adjusted EBITDA. The Company’s
management also uses the foregoing non-GAAP measures, in addition to other
GAAP
measures, in reviewing the financial results of the Company.
The
information in Item 2.02 of this current report on Form 8-K, as well as Exhibit
99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and shall not be incorporated
by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
Exhibit
No.
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Description
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Exhibit
99.1
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Press
Release issued October 2, 2008
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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RESOURCES
CONNECTION, INC.
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Date:
October 2, 2008
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By:
/s/ Thomas Christopoul
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Thomas
Christopoul
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Chief
Executive Officer
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EXHIBIT
INDEX
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Description
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Exhibit
99.1
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Press
Release issued October 2, 2008
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