UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September
2, 2020
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
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer 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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(714) 430-6400
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 230.425)
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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RGP
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Preliminary Note:
This Form 8-K/A amends and updates the disclosures made in Item 2.05 of the Form 8-K filed by Resources Connection, Inc. (the
“Company”) on September 9, 2020 (the “Initial Form 8-K”) and should be read in conjunction with the Initial Form 8-K.
Item 2.05 Costs Associated with Exit or Disposal Activities.
In the Initial Form 8-K, the Company disclosed a European restructuring plan (the “European Plan”) that was
expected to include the following actions impacting the Company’s European operations: elimination of certain positions from the European go-to-market operations, streamlining of the European leadership structure, alignment of the back-office
support structure and reduction in the European real estate footprint. At the time of filing the Initial Form 8-K, the Company was unable to in good faith estimate the cash and non-cash charges and total cash expenditures it expected to incur in
connection with these actions.
The Company now expects that it will incur total charges resulting from the European Plan of $8.0 million to $10.0 million, including
cash charges between approximately $5.5 million to $6.5 million related to employee termination costs, such as severance payments and related expenses, and between approximately $2.5 million and $3.5 million of cash and non-cash charges related to
lease termination[s] and the termination of other ancillary contracts. Expected total future cash expenditures relating to the European Plan is estimated to range from $7.0 to $9.0 million. The Company further expects to recognize the majority of
the charges and complete the restructuring by the end of fiscal 2021.
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.
| Date: October 7, 2020 |
RESOURCES CONNECTION, INC.
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| By: |
/s/ Kate W. Duchene | |
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Kate W. Duchene |
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President and Chief Executive Officer |