================================================================================ 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) February 8, 2005 RESOURCES CONNECTION, INC. Delaware 0-32113 33-0832424 ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 695 Town Center Drive, Suite 600, Costa Mesa, California 92626 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 430-6400 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 8.01 - OTHER EVENTS On February 8, 2005, Resources Connection, Inc. announced that its Board of Directors declared a two-for-one stock split of its common stock ("Common Stock"), to be effected in the form of a 100 percent stock dividend. Stockholders of record on February 18, 2005 (the "Record Date") will receive a stock dividend of one share of Common Stock for each one share of Common Stock held on the Record Date. The distribution date for this stock dividend will be on or about March 1, 2005. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibits - -------- 99.1 Text of press release dated February 8, 2005, titled "Resources Connection, Inc. Announces Stock Split".
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. RESOURCES CONNECTION, INC. Date: February 8, 2005 By: /s/ Donald B. Murray ----------------------- Donald B. Murray Chief Executive Officer
Exhibit 99.1 RESOURCES CONNECTION, INC. ANNOUNCES STOCK SPLIt COSTA MESA, Calif., Feb. 8 /PRNewswire-FirstCall/ -- Resources Connection, Inc. (Nasdaq: RECN) today announced that its board of directors has declared a 2 for 1 split of its common stock. The Company's operating subsidiary, Resources Global Professionals, provides experienced accounting and finance, risk management and internal audit, information management, human resources, supply chain management and legal professionals to clients on a project basis. "The Company's stock price has risen greatly from our initial public offering and the Company's Board wants to make it more affordable while increasing trading liquidity," said Donald B. Murray, Chairman and CEO. "This 2 for 1 stock split will not only provide potentially greater liquidity and potentially less volatility, but will also enable the stock to be more accessible and attractive to a broader range of investors, including our employees." The 2 for 1 split will be effected in the form of a stock dividend. Stockholders of record as of the close of business on February 18, 2005, will be issued one additional share for each share of common stock held on the record date, with a distribution date of March 1, 2005. The stock split will increase the number of shares outstanding from approximately 23,775,000 shares to approximately 47,550,000 shares. ABOUT RESOURCES GLOBAL PROFESSIONALS Resources Global Professionals is an international professional services firm that provides accounting and finance, human capital, information management, supply chain management, internal audit/risk management, and legal services on a project basis. The Company was originated as part of Deloitte in North America. Its legacy in Europe is from Ernst & Young and in Asia Pacific from Deloitte Touche Tohmatsu Australia and Deloitte Touche Tohmatsu Taiwan. In addition to its project professional services, Resources Global Professionals has established itself as a leading business services provider for companies seeking independent and cost effective assistance for meeting or complying with many of the complex business and regulatory issues in today's marketplace. Headquartered in Costa Mesa, California, the Company operates from more than 60 worldwide offices. The U.S. client portfolio boasts more than 30 of the Fortune 50 companies. The company was recently named to Forbes 200 Best Small Companies list for the third consecutive year. More information about the company is available at http://www.resourcesglobal.com. SOURCE Resources Connection, Inc. -0- 02/08/2005 /CONTACT: Stephen Giusto, Chief Financial Officer of Resources Connection, Inc., +1-714-430-6400/ /Web site: http://www.resourcesglobal.com /