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): November 23, 2009
RESOURCES CONNECTION, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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0-32113
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33-0832424 |
| (State or Other Jurisdiction
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(Commission
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(I.R.S. Employer |
| 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 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (714) 430-6400
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 20, 2009, Resources Connection, Inc. (the “Company”) completed its acquisition of
certain assets of Sitrick And Company, a California corporation (“Sitrick Co”), and Brincko
Associates, Inc, a California corporation (“Brincko”) through the purchase of all of the
outstanding membership interests in Sitrick Brincko Group, LLC (“Sitrick Brincko Group”), a
Delaware limited liability company, pursuant to a Membership Interest Purchase Agreement (the
“MIPA”) by and among the Company, Sitrick Co, Michael S. Sitrick, an individual, Brincko and John
P. Brincko, an individual. Sitrick Brincko Group is now a wholly-owned subsidiary of the Company.
In addition, on the same date, the Company completed its acquisition of the personal goodwill of
Mr. Sitrick pursuant to a Goodwill Purchase Agreement (the “GPA” and, together with the MIPA, the
“Purchase Agreements”) by and between the Company and Mr. Sitrick.
At the closing, the Company paid to Sitrick Co, Brincko and Mr. Sitrick (collectively, the
“Sellers”) an aggregate of $28,564,287 in cash and 822,060 restricted shares of common stock of the
Company, par value $0.01 per share, for the Sitrick Brincko Group membership interests and the
goodwill. In addition, the Sellers will be entitled to receive an earn-out provided that Sitrick
Brincko Group’s average annual earnings over a period of four years from the date of closing before
interest, taxes, depreciation and amortization, or EBITDA, exceeds $11,250,816. In certain
change-of-control events involving the Company or Sitrick Brincko Group, the Sellers will be
entitled to accelerate the earn-out payments, without a floor on EBITDA. The Company may, in its
sole discretion, pay up to 50% of any earn-out payments in restricted stock of the Company.
The foregoing description of the Purchase Agreements does not purport to be complete and is
qualified in its entirety by reference to, and should be read in conjunction with, the full text of
the Purchase Agreements, which are filed as Exhibits 2.1 and 2.2 hereto and incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Purchase Agreements described above in Item 2.01, which disclosure is incorporated
herein by reference, the Company issued 822,060 restricted shares of its common stock to the
Sellers. These securities were issued in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act of 1933. Based upon the small number of persons receiving the
restricted stock, their financial position and sophistication and the absence of any general
solicitation, the transaction was determined not to involve any public offering.
Item 7.01 Regulation FD Disclosure.
The full text of the Company’s press release announcing the completion of the acquisitions
contemplated by the Purchase Agreements is furnished as Exhibit 99.1 to this report and is
incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required under this Item 9.01 will be filed by the Company pursuant to an
amendment to this Form 8-K not later than 71 days after the date that this report on Form 8-K is
required to be filed.
(b) Unaudited Pro Forma Financial Information.
The pro forma financial information required under this Item 9.01 will be filed by the Company
pursuant to an amendment to this Form 8-K not later than 71 days after the date that this report on
Form 8-K is required to be filed.