sv8
As
filed with the Securities and Exchange Commission on April 8, 2009
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RESOURCES CONNECTION, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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33-0832424
(I.R.S. Employer
Identification No.) |
17101 Armstrong Avenue
Irvine, California 92614
(Address, Including Zip Code, of Principal Executive Offices)
Resources Connection, Inc. 2004 Performance Incentive Plan
Resources Connection, Inc. Employee Stock Purchase Plan
(Full Title of the Plans)
Kate W. Duchene, Secretary
Resources Connection, Inc.
17101 Armstrong Avenue
Irvine, California 92614
(714) 430-6400
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
COPY TO:
David A. Krinsky, Esq.
OMelveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
(949) 760-9600
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Maximum |
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Maximum |
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Title Of |
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Amount |
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Offering |
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Aggregate |
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Amount Of |
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Securities |
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To Be |
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Price |
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Offering |
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Registration |
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To Be Registered |
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Registered |
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Per Share |
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Price |
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Fee |
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Common Stock, par
value $0.01 per
share, issuable
under the
Resources
Connection, Inc.
2004 Performance
Incentive Plan |
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2,000,000(1) shares |
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$15.975(2) |
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$31,950,000.00(2) |
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$1,783(2) |
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Common Stock, par
value $0.01 per
share, issuable
under the
Resources
Connection, Inc.
Employee Stock
Purchase Plan |
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2,000,000(1) shares |
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$15.975(2) |
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$31,950,000(2) |
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$1,783(2) |
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TOTALS |
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4,000,000(1) shares |
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$15.975 |
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$63,900,000 |
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$3,566 |
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(1) |
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This Registration Statement covers, in addition to the number of shares of Resources, Connection, Inc., a Delaware corporation
(the Company or the Registrant), Class A common stock, par value $0.01 per share (the Common Stock), stated above, options and other
rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the Securities Act), an additional indeterminate number of shares, options and rights that may be offered
or issued pursuant to the Resources Connection, Inc. 2004 Performance Incentive Plan (the 2004 Plan) and the Resources Connection, Inc.
Employee Stock Purchase Plan (the ESP Plan and, together with the 2004 Plan, the Plans) as a result of one or more adjustments under the
Plans to prevent dilution resulting from one or more stock splits, stock dividends, or similar transactions. |
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(2) |
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Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low prices of the
Common Stock on April 6, 2009, as quoted on the Nasdaq Global Market. |
The
Exhibit Index for this Registration Statement is at page 6.
TABLE OF CONTENTS
EXPLANATORY NOTE
This Registration Statement is filed by the Company to register additional securities issuable
pursuant to the Plans and consists of only those items required by General Instruction E to Form
S-8.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or
given to participants in the Plans as specified by Securities Act Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of the Company filed with the Securities and Exchange Commission (the
Commission) are incorporated herein by reference:
(a) |
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The Companys Annual Report on Form 10-K for its fiscal year ended May
31, 2008, filed with the Commission on July 30, 2008 (Commission File
No. 000-32113); |
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(b) |
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The Companys Quarterly Reports on Form 10-Q for its fiscal quarters
ended August 30, 2008 and November 29, 2008, filed with the Commission
on October 9, 2008 and January 8, 2009, respectively (Commission File
No. 000-32113); |
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(c) |
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The Companys Current Reports on Form 8-K filed with the Commission on
June 3, 2008 and July 21, 2008 (each, Commission File No. 000-32113); |
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(d) |
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The description of the Companys Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on
December 12, 2000 (Commission File No. 000-32113), which incorporates
such description from the Companys Registration Statement on Form S-1
filed with the Commission on September 1, 2000 (Commission File No.
333-45000), which description is also incorporated herein by
reference, and any amendment or report filed for the purpose of
updating such description; |
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(e) |
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The Companys Registration Statements on Form S-8 relating to the 2004
Plan, filed with the Commission on August 16, 2005 (Commission File
No. 333-127579) and April 16, 2007 (Commission File No. 333-142145);
and |
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(f) |
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The Companys Registration Statement on Form S-8 relating to the ESP
Plan, filed with the Commission on February 2, 2001 (Commission File
No. 333-54880). |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), prior to the filing
of a post-effective amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date of filing of such
documents; provided, however, that documents or information deemed to have been furnished and not
filed in accordance with Commission rules shall not be deemed incorporated by reference into this
Registration Statement. Any statement contained herein or in a document, all or a portion of which
is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of Common Stock registered hereby is passed on for the Company by
Kate W. Duchene, Esq. Ms. Duchene is the Chief Legal Officer, Executive Vice President of Human
Relations and Secretary of the Company and is compensated by the Company as an employee. Ms.
Duchene owns 65,428 shares of Common Stock and Company stock options to acquire up to 248,672
shares of Common Stock. Ms. Duchene is eligible to receive awards granted by the Company under the
Plans.
Item 8. Exhibits
See
the attached Exhibit Index at page 6, which is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Irvine, State of California, on April 3, 2009.
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By: |
/s/ THOMAS D. CHRISTOPOUL
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Thomas D. Christopoul |
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Chief Executive Officer and President |
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Thomas D. Christopoul,
Nathan W. Franke, and Kate W. Duchene, and each of them, acting individually and without the
others, as his or her true and lawful attorney-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto
and other documents in connection therewith) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them individually, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them
individually, or their or his or her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Form S-8 Registration Statement has
been signed below by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ DONALD B. MURRAY
Donald B. Murray
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Executive Chairman of the
Board of Directors
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April 1, 2009 |
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/s/ THOMAS D.
CHRISTOPOUL
Thomas D. Christopoul
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Chief Executive Officer,
President and Director
(Principal Executive
Officer)
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April 3, 2009 |
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/s/ NATHAN W. FRANKE
Nathan W. Franke
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Chief Financial Officer,
Executive Vice President
(Principal Financial
Officer and Principal
Accounting Officer)
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April 1, 2009 |
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Signature |
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Title |
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Date |
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/s/ NEIL DIMICK
Neil
Dimick
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Director
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April 1, 2009 |
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/s/ KAREN M. FERGUSON
Karen M. Ferguson
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Executive Vice
President and
Director
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April 1, 2009 |
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/s/ ROBERT F. KISTINGER
Robert
F. Kistinger
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Director
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April 1, 2009 |
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/s/ A. ROBERT PISANO
A.
Robert Pisano
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Director
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March 31, 2009 |
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Director
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April 1, 2009 |
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/s/ JOLENE SYKES SARKIS
Jolene
Sykes Sarkis
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Director
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March 31, 2009 |
EXHIBIT INDEX
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Exhibit |
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Number |
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Description of Exhibit |
4.1
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Resources Connection, Inc. 2004 Performance Incentive Plan. (Filed as Annex A
to the Companys Proxy Statement filed with the Commission pursuant to Section
14(a) of the Exchange Act on September 11, 2008 (Commission File No. 000-32113)
and incorporated herein by this reference.) |
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4.2
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Resources Connection, Inc. Employee Stock Purchase Plan. (Filed as Annex B to
the Companys Proxy Statement filed with the Commission pursuant to Section
14(a) of the Exchange Act on September 11, 2008 (Commission File No. 000-32113)
and incorporated herein by this reference.) |
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5.
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Opinion of Counsel. |
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23.1
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Consent of Independent Registered Public Accounting Firm. |
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23.2
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Consent of Counsel (included in Exhibit 5). |
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24.
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Power of Attorney (included in this Registration Statement under Signatures). |