As filed with the Securities and Exchange Commission on
February 2, 2001
Registration No. __________________
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)
___________________
Delaware 33-0832424
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
695 Town Center Drive, Suite 600
Costa Mesa, California 92626
(Address, Including Zip Code, of Principal Executive Offices)
___________________
Resources Connection, Inc. Employee Stock Purchase Plan
(Full Title of the Plan)
___________________
Donald B. Murray
Resources Connection, Inc.
695 Town Center Drive, Suite 600
Costa Mesa, California 92626
(714) 430-6400
(Name, Address and Telephone Number, Including Area Code, of
Agent For Service)
COPY TO:
David A. Krinsky, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
(949) 760-9600
___________________
CALCULATION OF REGISTRATION FEE
===============================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered Per Unit Price Fee
- ---------------------------------------------------------------
Common Stock, 1,200,000(1) $21.66(2) $25,992,000(2) $6,498(2)
par value shares
$0.01
per share
===============================================================
(1) This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options and
other rights to purchase or acquire the shares of Common
Stock covered by the Prospectus 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 which by reason of certain
events specified in the Resources Connection, Inc. Employee
Stock Purchase Plan (the "Plan") may become subject to the
Plan.
(2) Pursuant to 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 January 29, 2001, as reported
on the Nasdaq National Market System and published in The
Western Edition of The Wall Street Journal.
The Exhibit Index for this Registration Statement is at
page 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 (plan information and registrant information)
will be sent or given to employees as specified by Securities
Act Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Securities Act Rule 424.
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3
of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Resources Connection, Inc. (the
"Company") filed with the Commission are incorporated herein by
reference:
(a) The Company's Prospectus, dated December 14, 2000,
filed with the Commission as part of the Company's
Registration Statement on Form S-1 (registration
number 333-45000), originally filed September 1, 2000,
and as subsequently amended;
(b) The Company's Quarterly Report on Form 10-Q for its
fiscal quarter ended November 30, 2000, filed with
the Commission on January 26, 2001; and
(c) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-A
filed with the Commission on December 12, 2000, and
any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities and
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. 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 4. Description of Securities
The Company's Common Stock, par value $0.01 per share (the
"Common Stock"), is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Under Section 145 of the Delaware General Corporation Law
(the "Delaware Law"), the Company has broad powers to indemnify
its directors and officers against liabilities they may incur in
such capacities, including liabilities under the Securities Act.
The Company's Second Restated Certificate of Incorporation
and Amended and Restated Bylaws include provisions to (i)
eliminate the personal liability of its directors and officers
for monetary damages resulting from breaches of their fiduciary
duty to the extent permitted by Section 102(b)(7) of the
Delaware Law and (ii) require the Company to indemnify its
directors and officers to the fullest extent permitted by
Section 145 of the Delaware Law, including circumstances in
which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the
power to indemnify its present and former directors, officers,
employees and agents against expenses incurred by them in
connection with any suit to which they are or are threatened to
be made, a party by reason of their serving in such positions so
long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the
corporation and with respect to any criminal action, they had no
reasonable cause to believe their conduct was unlawful. The
Company believes that these provisions are necessary to attract
and retain qualified persons as directors and officers. These
provisions do not eliminate the directors' duty of care, and, in
appropriate circumstances, equitable remedies such as injunctive
or other forms of non-monetary relief will remain available
under Delaware Law. In addition, each director will continue to
be subject to liability for breach of the director's duty of
loyalty to the Company, for acts or omissions not in good faith
or involving intentional misconduct, for knowing violations of
law, for acts or omissions that the director believes to be
contrary to the best interests of the Company or its
stockholders, for any transaction from which the director
derived an improper personal benefit, for acts or omissions
involving a reckless disregard for the director's duty to the
Company or its stockholders when the director was aware or
should have been aware of a risk of serious injury to the
Company or its stockholders, for acts or omissions that
constitute an unexcused pattern of inattention that amounts to
an abdication of the director's duty to the Company or its
stockholders, for improper transactions between the director and
the Company and for improper distributions to stockholders and
loans to directors and officers. The provision also does not
affect a director's responsibilities under any other law, such
as the federal securities law or state or federal environmental
laws.
The Company has obtained an insurance policy covering the
officers and directors of the Company with respect to certain
liabilities (including, without limitation, liabilities arising
under the Securities Act).
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index at page 8.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date
of this Registration Statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
executive officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion
of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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 Costa Mesa, State of California, on the 26th day of
January, 2001.
By: /s/ Donald B. Murray
-----------------------
Donald B. Murray
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Donald B.
Murray and Stephen J. Giusto, and each of them, as his or her
true and lawful attorneys-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, 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, 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
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Donald B. Murray Chief Executive January 26, 2001
- ----------------------- Officer, President
Donald B. Murray and Director
(Principal Executive
Officer)
/s/ Stephen J. Giusto Chief Financial January 26, 2001
- ----------------------- Officer, Executive
Stephen J. Giusto Vice President of
Corporate Development
and Director
(Principal Financial
and Accounting
Officer)
/s/ Karen M. Ferguson Executive Vice January 26, 2001
- ----------------------- President and
Karen M. Ferguson Director
/s/ Ciara A. Burnham Director January 26, 2001
- ------------------------
Ciara A. Burnham
/s/ C. Stephen Mansfield Director January 26, 2001
- -----------------------
C. Stephen Mansfield
- ----------------------- Director
David G. Offensend
/s/ Gerald Rosenfled Director January 26, 2001
- ----------------------
Gerald Rosenfeld
/s/ Leonard Schutzman Director January 26, 2001
- ----------------------
Leonard Schutzman
/s/ John C. Shaw Director January 26, 2001
- ----------------------
John C. Shaw
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4. Resources Connection, Inc. Employee Stock Purchase
Plan.*
5. Opinion of O'Melveny & Myers LLP (opinion re
legality).
23.1 Consent of PricewaterhouseCoopers, LLP (consent of
independent accountants).
23.2 Consent of O'Melveny & Myers LLP (included in Exhibit
5).
24. Power of Attorney (included in this Registration
Statement under "Signatures").
- -----------------
* The Plan was filed as an exhibit to the Company's
Registration Statement on Form S-1 (registration number
333-45000), originally filed September 1, 2000, and as
subsequently amended, and is incorporated herein by this
reference.
EXHIBIT 5
[O'Melveny & Myers LLP Letterhead]
January 23, 2001
Resources Connection, Inc.
695 Town Center Drive, Suite 600
Costa Mesa, California 92626
Re: Registration on Form S-8 of Resources Connection, Inc.
(the "Company")
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission
in connection with the registration under the Securities Act of
1933, as amended, of 1,200,000 shares of Common Stock, par value
$0.01 per share, of the Company (the "Common Stock"), to be
issued pursuant to the Resources Connection, Inc. Employee Stock
Purchase Plan (the "Plan"). We have examined the proceedings
heretofore taken and to be taken in connection with the
authorization of the Plan and the Common Stock to be issued
pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of fact and
law as we have deemed relevant, we are of the opinion that the
Common Stock has been duly authorized by all necessary corporate
action on the part of the Company and, when issued in accordance
with such authorization, the provisions of the Plan and relevant
agreements duly authorized by and in accordance with the terms
of the Plan, will be validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports, dated July
17, 2000, relating to the consolidated financial statements and
financial statement schedule of Resources Connection, Inc. and
its subsidiaries and our reports, dated August 6, 1999, relating
to the financial statements and financial statement schedule of
Resources Connection LLC, which appear in Resources Connection,
Inc.'s S-1 Registration Statement (No. 333-45000).
/s/ PricewaterhouseCoopers LLP
Orange County, California
January 26, 2001